Exhibit
      10.1

     

    
      [Form
        of]

       

      SUBSCRIPTION
        AGREEMENT

       

      Discovery
        Laboratories, Inc.

      2600
        Kelly Road

      Warrington,
        Pennsylvania 18976

       

      The
        undersigned (the “Investor”)
        hereby
        confirms its agreement with you as follows: 

       

      1.  This
        Subscription Agreement (this “Agreement”)
        is
        made as of the date set forth on the signature page hereto between Discovery
        Laboratories, Inc., a Delaware corporation (the “Company”),
        and
        the Investor.

       

      2.  The
        Company has authorized the sale and issuance to certain investors of up to
        3,030,304 shares (the “Shares”)
        of its
        Common Stock, par value $0.001 per share (the “Common
        Stock”),
        subject to adjustment by the Company’s Board of Directors, or a committee
        thereof, for a purchase price of $6.60 per share (the “Purchase
        Price”).

       

      3.  The
        offering and sale of the Shares (the “Offering”)
        are
        being made pursuant to (a) an effective Registration Statement on Form S-3,
        as
        amended (including the Prospectus contained therein (the “Base
        Prospectus”),
        the
“Registration
        Statement”)
        filed
        by the Company with the Securities and Exchange Commission (the “Commission”),
        (b)
        if applicable, certain “free writing prospectuses” (as that term is defined in
        Rule 405 under the Securities Act of 1933, as amended), that have or will
        be
        filed with the Commission and delivered to the Investor on or prior to the
        date
        hereof (the “Time
        of Sale Prospectus”),
        and
        (c) a Prospectus Supplement (the “Prospectus
        Supplement”)
        containing certain supplemental information regarding the Shares and terms
        of
        the Offering that will be filed with the Commission and delivered, or otherwise
        made available, to the Investor along with the Company’s counterpart to this
        Agreement.

       

      4.  The
        Company and the Investor agree that the Investor will purchase from the Company
        and the Company will issue and sell to the Investor the number of shares
        of
        Common Stock set forth on the signature page hereto for the aggregate purchase
        price set forth on the signature page hereto; provided, prior to the execution
        of this Agreement by the Company, that the Company shall have the right in
        its
        absolute discretion to reject this Agreement. The Shares shall be purchased
        pursuant to the Terms and Conditions for Purchase of Shares attached hereto
        as
Annex
        I
        and
        incorporated herein by this reference as if fully set forth herein.


       

      5.  The
        manner of settlement of the Shares purchased by the Investor shall be determined
        by such Investor as follows (check
        one):

       

      
        	
                [____]

              	
                A.

              	
                Delivery
                  by electronic book-entry at The Depository Trust Company (“DTC”),
                  registered in the Investor’s name and address as set forth below, and
                  released by Continental Stock Transfer & Trust Company, the Company’s
                  transfer agent (the “Transfer
                  Agent”),
                  to the Investor at the Closing. NO
                  LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT
                  BY
                  THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
                  

              


      

       

      
        	 	 	
                (I)

              	
                DIRECT
                  THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED
                  WITH THE
                  SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN
                  (“DWAC”)
                  INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS
                  WITH THE
                  SHARES, AND

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          	 	
                  (II)

                	
                  REMIT
                    BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE
                    PRICE
                    FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
                    ACCOUNT:

                


        

         

      

      THE
        CITIBANK PRIVATE BANK

      153
        East
        53rd
        Street

      New
        York,
        NY 10043

      ABA
        #
        021-000-089

      Account
        Name: Discovery Laboratories, Inc.

      Account
        Number: 49492878

      -
        OR
        -

       

      
        	
                [____]

              	
                B.

              	
                Delivery
                  versus payment (“DVP”)
                  through DTC (i.e., the Company shall deliver Shares registered
                  in the
                  Investor’s name and address as set forth below and released by the
                  Transfer Agent to the Investor at the Closing directly to the account(s)
                  at SG Cowen & Co., LLC identified by the Investor and simultaneously
                  therewith payment shall be made from such account(s) to the Company
                  through DTC). NO
                  LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT
                  BY
                  THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
                  

              


      

       

      
        	 	
                (I)

              	
                NOTIFY
                  SG COWEN & CO., LLC OF THE ACCOUNT OR ACCOUNTS AT SG COWEN & CO.,
                  LLC TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR,
                  AND 

              


      

       

      
        	 	 	
                (II)

              	
                CONFIRM
                  THAT THE ACCOUNT OR ACCOUNTS AT SG COWEN &
                  CO., LLC
                  TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR
                  HAVE A
                  MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES
                  BEING
                  PURCHASED BY THE INVESTOR.


              


      

       

      IT
        IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR
        CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
        SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES
        NOT
        DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER
        ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED
        AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
        ALTOGETHER.

       

      6.  The
        Investor represents that, except as set forth below, (a) it has had no position,
        office or other material relationship within the past three years with the
        Company or any of its affiliates and (b) it has no direct or indirect
        affiliation or association with any NASD member. Exceptions:

       

      
        
          

        

      

      (If
        no
        exceptions, write “none.” If left blank, response will be deemed to be
“none.”)

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Number
        of
        Shares: _______________________________

      Purchase
        Price Per Share: $_________________________

      Aggregate
        Purchase Price: $________________________

      


      Please
        confirm that the foregoing correctly sets forth the agreement between us
        by
        signing in the space provided below for that purpose.

       

      


       

      Dated
        as
        of: December __, 2005

       

      __________________________


      INVESTOR

       

      By:__________________________________

      Print
        Name:____________________________

      Title:_________________________________

      Address:______________________________   
        

      __________________________

                                 __________________________

       

      
 

      Agreed
        and Accepted

      this
        __th
        day of December, 2005:

      


       

      DISCOVERY
        LABORATORIES, INC.

       

      


      By:_______________________________

      Name:
        Robert J. Capetola, Ph.D.

      Title:
        President and Chief Executive Officer

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      ANNEX
        I

       

      TERMS
        AND CONDITIONS FOR PURCHASE OF SHARES

       

      1.  Authorization
        and Sale of the Shares. Subject
        to the terms and conditions of this Agreement, the Company has authorized
        the
        sale of the Shares.

       

      2.  Agreement
        to Sell and Purchase the Shares; Placement Agent.

       

      2.1 At
        the
        Closing (as defined in Section
        3.1),
        the
        Company will sell to the Investor, and the Investor will purchase from the
        Company, upon the terms and conditions set forth herein, the number of shares
        of
        Common Stock set forth on the last page of the Agreement to which these Terms
        and Conditions for Purchase of Shares are attached as Annex
        I
        (the
“Signature
        Page”)
        for
        the aggregate purchase price therefor set forth on the Signature
        Page.

       

      2.2 The
        Company proposes to enter into substantially this same form of Subscription
        Agreement with certain other investors (the “Other
        Investors”)
        and
        expects to complete sales of Shares to them. The Investor and the Other
        Investors are hereinafter sometimes collectively referred to as the
“Investors,”
        and
        this Agreement and the Subscription Agreements executed by the Other Investors
        are hereinafter sometimes collectively referred to as the “Agreements.” 

      


      2.3 Investor
        acknowledges that the Company intends to pay SG Cowen & Co., LLC (the
“Placement
        Agent”)
        a fee
        of four and three quarters percent (4 3/4%) of the gross proceeds (the
“Placement
        Fee”)
        in
        respect of the sale of Shares to the Investors.

      


      2.4 The
        Company has entered into a Placement Agent Agreement (the “Placement
        Agreement”)
        with
        the Placement Agent that contains certain representations, warranties, covenants
        and agreements of the Company that may be relied upon by the
        Investor,
        which
        shall be a third party beneficiary thereof.
        A copy
        of the Placement Agreement is available upon request.

      


      3.  Closings
        and Delivery of the Shares and Funds. 

       

      3.1 Closing.
        The
        completion of the purchase and sale of the Shares (the “Closing”)
        will
        occur at a place and time (the “Closing
        Date”)
        to be
        specified by the Company and the Placement Agent, and of which the Investors
        will be notified in advance by the Placement Agent. At the Closing, (a) the
        Company will cause the Transfer Agent to deliver to the Investor the number
        of
        shares set forth on the Signature Page registered in the name of the Investor
        or, if so indicated on the Investor Questionnaire attached hereto as
Exhibit
        A,
        in the
        name of a nominee designated by the Investor and (b) the aggregate purchase
        price for the Shares being purchased by the Investor will be delivered by
        or on
        behalf of the Investor to the Company. 

       

      3.2 (a)
         Conditions
        to the Company’s Obligations.
        The
        Company’s obligation to issue the Shares being purchased by the Investor to the
        Investor will be subject to the receipt by the Company of the purchase price
        for
        the Shares being purchased hereunder as set forth on the Signature Page and
        the
        accuracy of the representations and warranties made by the Investor and the
        fulfillment of those undertakings of the Investor to be fulfilled prior to
        the
        Closing Date.

      


      (b) Conditions
        to the Investor’s Obligations.
        The
        Investor’s obligation to purchase the Shares will be subject to the accuracy of
        the representations and warranties made by the Company and the fulfillment
        of
        those undertakings of the Company to be fulfilled prior to the Closing Date,
        including, without limitation, those contained in the Placement Agreement
        (collectively, the “Company
        Closing Conditions”).
        The
        Investor’s obligations are expressly not conditioned on the purchase by any or
        all of the other Investors of the Shares that they have agreed to purchase
        from
        the Company.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      3.3 Delivery
        of Funds.
        

      


      (a) Delivery
        by Electronic Book-Entry at The Depository Trust Company.
        If the
        Investor elects to settle the Shares purchased by such Investor through delivery
        by electronic book-entry at DTC, no
        later than one (1) business day after the execution of this Agreement by
        the
        Investor and the Company,
        the
        Investor shall remit by wire transfer the amount of funds equal to the aggregate
        purchase price for the Shares being purchased by the Investor to the following
        account designated by the Company and the Placement Agent pursuant to the
        terms
        of that certain Escrow Agreement (the “Escrow
        Agreement”)
        dated
        as of December 13, 2005, by and among the Company, the Placement Agent and
        Brown
        Raysman Millstein Felder & Steiner LLP (the “Escrow
        Agent”):

      


      THE
        CITIBANK PRIVATE BANK

      153
        East
        53rd
        Street

      New
        York,
        NY 10043

      ABA
        #
        021-000-089

      Account
        Name: Discovery Laboratories, Inc.

      Account
        Number: 49492878

      


      Such
        funds shall be held in escrow until the Closing and delivered by the Escrow
        Agent on behalf of the Investors to the Company upon the satisfaction, in
        the
        sole judgment of the Placement Agent, of the Company Closing Conditions.
        The
        Placement Agent shall have no rights in or to any of the escrowed funds,
        unless
        the Placement Agent and the Escrow Agent are notified in writing by the Company
        in connection with the Closing that a portion of the escrowed funds shall
        be
        applied to the Placement Fee. The
        Company and the Investor agree to indemnify and hold the Escrow Agent harmless
        from and against any and all losses, costs, damages, expenses and claims
        (including, without limitation, court costs and reasonable attorneys fees)
        (“Losses”)
        arising under this Section
        3.3
        or
        otherwise with respect to the funds held in escrow pursuant hereto or arising
        under the Escrow Agreement, unless it is finally determined that such Losses
        resulted directly from the willful misconduct or gross negligence of the
        Escrow
        Agent. Anything in this Agreement to the contrary notwithstanding, in no
        event
        shall the Escrow Agent be liable for any special, indirect or consequential
        loss
        or damage of any kind whatsoever (including but not limited to lost profits),
        even if the Escrow Agent has been advised of the likelihood of such loss
        or
        damage and regardless of the form of action.

      


      Investor
        shall also furnish to the Placement Agent a completed W-9 form (or, in the
        case
        of an Investor who is not a United States citizen or resident, a W-8
        form).

      


      Investor
        acknowledges that the Escrow Agent acts as counsel to the Placement Agent
        and
        shall have the right to continue to represent the Placement Agent, in any
        action, proceeding, claim, litigation, dispute, arbitration or negotiation
        in
        connection with the Offering, and Investor hereby consents thereto and waives
        any objection to the continued representation of the Placement Agent by the
        Escrow Agent in connection therewith based upon the services of the Escrow
        Agent
        under the Escrow Agreement, without waiving any duty or obligation the Escrow
        Agent may have to any other person.

      


      (b) Delivery
        Versus Payment through The Depository Trust Company.
        If the
        Investor elects to settle the Shares purchased by such Investor by delivery
        versus payment through DTC, no
        later than one (1) business day after the execution of this Agreement by
        the
        Investor and the Company,
        the
        Investor shall confirm that the account or accounts at SG Cowen & Co., LLC
        to be credited with the Shares being purchased by the Investor have a minimum
        balance equal to the aggregate purchase price for the Shares being purchased
        by
        the Investor. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.4 Delivery
        of Shares.
        

      


      (a) Delivery
        by Electronic Book-Entry at The Depository Trust Company.
        If the
        Investor elects to settle the Shares purchased by such Investor through delivery
        by electronic book-entry at DTC, no
        later than one (1) business day after the execution of this Agreement by
        the
        Investor and the Company,
        the
        Investor shall direct the broker-dealer at which the account or accounts
        to be
        credited with the Shares being purchased by such Investor are maintained,
        which
        broker/dealer shall be a DTC participant, to set up a Deposit/Withdrawal
        at
        Custodian (“DWAC”) instructing Continental Stock Transfer & Trust Company,
        the Company’s transfer agent, to credit such account or accounts with the Shares
        purchased by such Investor by means of an electronic book-entry delivery.
        Such
        DWAC shall indicate the settlement date for the deposit of the Shares being
        purchased by such Investor, which date shall be provided to the Investor
        by the
        Placement Agent. Simultaneously with the delivery to the Company by the Escrow
        Agent of the funds held in escrow pursuant to Section
        3.3
        above,
        the Company shall direct its transfer agent to credit the Investor’s account or
        accounts with the Shares being purchased by such Investor pursuant to the
        information contained in the DWAC. 

      


      (b) Delivery
        Versus Payment through The Depository Trust Company.
        If the
        Investor elects to settle the Shares purchased by such Investor by delivery
        versus payment through DTC, no
        later than one (1) business day after the execution of this Agreement by
        the
        Investor and the Company,
        the
        Investor shall notify SG Cowen & Co., LLC of the account or accounts at SG
        Cowen & Co., LLC to be credited with the Shares being purchased by such
        Investor. On the Closing Date, the Company shall deliver the number of Shares
        purchased by such Investor to the Investor directly to the account(s) at
        SG
        Cowen & Co., LLC identified by Investor and simultaneously therewith payment
        shall be made from such account(s) to the Company through DTC. 

      


      4.  Representations,
        Warranties and Covenants of the Investor.

       

      4.1  The
        Investor represents and warrants to, and covenants with, the Company that
        (a)
        the Investor is knowledgeable, sophisticated and experienced in making, and
        is
        qualified to make decisions with respect to, investments in shares presenting
        an
        investment decision like that involved in the purchase of the Shares being
        purchased hereby, including investments in securities issued by the Company
        and
        investments in comparable companies, and has requested, received, reviewed
        and
        considered all information it deemed relevant in making an informed decision
        to
        purchase the Shares being purchased hereby, (b) the Investor has answered
        all
        questions on the Signature Page for use in preparation of the Prospectus
        Supplement and the answers thereto are true and correct as of the date hereof
        and will be true and correct as of the Closing Date and (c) the Investor,
        in
        connection with its decision to purchase the number of shares set forth on
        the
        Signature Page, relied only upon the Base Prospectus, the Prospectus Supplement,
        the Company’s regular reports on Forms 10-K, 10-Q and 8-K as filed by the
        Company with the Commission, and the representations and warranties of the
        Company contained herein. 

       

      4.2  The
        Investor acknowledges, represents and agrees that no action has been or will
        be
        taken in any jurisdiction outside the United States by the Company or the
        Placement Agent that would permit an offering of the Shares, or possession
        or
        distribution of offering materials in connection with the issue of the Shares
        in
        any jurisdiction outside the United States where action for that purpose
        is
        required. Each Investor outside the United States will comply with all
        applicable laws and regulations in each foreign jurisdiction in which it
        purchases, offers, sells or delivers Shares or has in its possession or
        distributes any offering material, in all cases at its own expense. The
        Placement Agent is not authorized to make and has not made any representation
        or
        use of any information in connection with the issue, placement, purchase
        and
        sale of the Shares, except as set forth or incorporated by reference in the
        Base
        Prospectus or the Prospectus Supplement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      4.3  The
        Investor further represents and warrants to, and covenants with, the Company
        that (a) the Investor has full right, power, authority and capacity to enter
        into this Agreement and to consummate the transactions contemplated hereby
        and
        has taken all necessary action to authorize the execution, delivery and
        performance of this Agreement, and (b) this Agreement constitutes a valid
        and
        binding obligation of the Investor enforceable against the Investor in
        accordance with its terms, except as enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
        creditors’ and contracting parties’ rights generally and except as
        enforceability may be subject to general principles of equity (regardless
        of
        whether such enforceability is considered in a proceeding in equity or at
        law)
        and except as the indemnification agreements of the Investors herein may
        be
        legally unenforceable.

       

      4.4  The
        Investor understands that nothing in this Agreement or any other materials
        presented to the Investor in connection with the purchase and sale of the
        Shares
        constitutes legal, tax or investment advice. The Investor has consulted such
        legal, tax and investment advisors as it, in its sole discretion, has deemed
        necessary or appropriate in connection with its purchase of Shares.

       

      4.5  The
        Investor represents that the final Base Prospectus, dated October 24, 2005,
        which is a part of the Company’s Registration Statement, has been delivered or
        otherwise made available to the Investor for its review prior to or in
        connection with the receipt of this Agreement. The Investor acknowledges
        that,
        if applicable, any Time of Sale Prospectus will be delivered, or otherwise
        made
        available to the Investor before this Agreement will be deemed to be
        effective.

       

      4.6  The
        Investor represents, warrants and agrees that, since the earlier to occur
        of (i)
        the date on which the Placement Agent first contacted the Investor about
        the
        Offering and (ii) the date that is the tenth (10th) trading day prior to
        the
        date of this Agreement, it has not engaged in any short selling of the Company's
        securities, or established or increased any "put equivalent position" as
        defined
        in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 with respect
        to the
        Company's securities.

       

      5.  Survival
        of Representations, Warranties and Agreements. Notwithstanding
        any investigation made by any party to this Agreement or by the Placement
        Agent,
        all covenants, agreements, representations and warranties made by the Company
        and the Investor hereby will survive the execution of this Agreement, the
        delivery to the Investor of the Shares being purchased by such Investor and
        the
        payment therefor; provided,
        however,
        that any
        claims made by an Investor pursuant to Section 2.4 hereof in respect of any
        breach of the representations, warranties, covenants and agreements of the
        Company contained in the Placement Agreement must be made by the Investor
        against the Company prior to the date which is thirty (30) days after the
        date
        that the Company’s Annual Report on Form 10-K for the fiscal year ended December
        31, 2007 is filed with the Commission.

       

      6.  Notices.
        All
        notices, requests, consents and other communications hereunder will be in
        writing, will be mailed (a) if within the domestic United States by first-class
        registered or certified airmail, or nationally recognized overnight express
        courier, postage prepaid, or by facsimile or (b) if delivered from outside
        the
        United States, by International Federal Express or facsimile, and will be
        deemed
        given (i) if delivered by first-class registered or certified mail domestic,
        three business days after so mailed, (ii) if delivered by nationally recognized
        overnight carrier, one business day after so mailed, (iii) if delivered by
        International Federal Express, two business days after so mailed and (iv)
        if
        delivered by facsimile, upon electric confirmation of receipt and will be
        delivered and addressed as follows:

       

      (a)          
        if
        to the
        Company, to: 

       

      Discovery
        Laboratories, Inc.

      2600
        Kelly Road

      Warrington,
        Pennsylvania 18976

      Attention:
        Robert J. Capetola, Ph.D.

      Phone:
        (215) 488-9300 

      Telecopy:
        (215) 488-9301

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      with
        copies to: 

       

      Dickstein
        Shapiro Morin & Oshinsky LLP

      1177
        Avenue of the Americas, 47th Floor

      New
        York,
        New York 10036-2714

      Attention:
        Ira L. Kotel, Esq. 

      Phone:
        (212) 835-1466

      Telecopy:
        (212) 997-9880 

       

      (b)  if
        to the
        Investor, at its address on the Signature Page hereto, or at such other address
        or addresses as may have been furnished to the Company in writing.

       

      7.  Changes.
        This
        Agreement may not be modified or amended except pursuant to an instrument
        in
        writing signed by the Company and the Investor.

       

      8.  Headings.
        The
        headings of the various sections of this Agreement have been inserted for
        convenience of reference only and will not be deemed to be part of this
        Agreement.

       

      9.  Severability.
        In
        case
        any provision contained in this Agreement should be invalid, illegal or
        unenforceable in any respect, the validity, legality and enforceability of
        the
        remaining provisions contained herein will not in any way be affected or
        impaired thereby.

       

      10.  Governing
        Law. This
        Agreement will be governed by, and construed in accordance with, the internal
        laws of the State of New York, without giving effect to any principles of
        conflicts of law that would require the application of the laws of any other
        jurisdiction.

       

      11.  Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which will
        constitute an original, but all of which, when taken together, will constitute
        but one instrument. The Company and the Investor acknowledge and agree that
        the
        Company shall deliver its counterpart to the Investor along with the Prospectus
        Supplement.

       

      12.  Confirmation
        of Sale.
        The
        Investor acknowledges and agrees that such Investor’s receipt of the Company’s
        counterpart to this Agreement shall constitute written confirmation of the
        Company’s sale to such Investor of the Shares being purchased
        hereby.

       

      13.  Termination.
        In the
        event that the Placement Agreement is terminated by the Placement Agent pursuant
        to the terms thereof, this Agreement shall terminate without any further
        action
        on the part of the parties hereto.

       

      The
        Company has filed a registration statement (Registration No. 333-128929,
        including a base prospectus) with the SEC for the offering to which this
        communication relates. Before you invest, you should read the base prospectus
        in
        that registration statement and other documents the Company has filed with
        the
        SEC for more complete information about the Company and this offering. You
        may
        get these documents for free by visiting EDGAR on the SEC Web site at
        www.sec.gov. Alternatively, the Company or the placement agent participating
        in
        the offering will arrange to send you the Base prospectus if you request
        it by
        calling toll-free 1-800-221-5616.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
Exhibit
        A

       

      DISCOVERY
        LABORATORIES, INC.

       

      INVESTOR
        QUESTIONNAIRE

       

      Pursuant
        to Section
        3
        of
Annex
        I
        to the
        Agreement, please provide us with the following information:

      


      
        	
                1.    The
                  exact name that your shares are to be registered in. You may use
                  a nominee
                  name if appropriate:

                 

              	 _____________________
	
                2.    The
                  relationship between the Investor and the registered holder listed
                  in
                  response to item 1 above:

                 

              	 _____________________
	
                3.    The
                  mailing address of the registered holder listed in response to
                  item 1
                  above:

                 

              	 _____________________
	
                4.    The
                  Social Security Number or Tax Identification Number of the registered
                  holder listed in the response to item 1 above:

                 

              	 _____________________
	
                5.    Name
                  of DTC Participant (broker-dealer at which the account or accounts
                  to be
                  credited with the shares are maintained):

                 

              	 _____________________
	
                6.    DTC
                  Participant Number:

                 

              	 _____________________
	
                7.    Name
                  of Account at DTC Participant being credited with the shares:

                 

              	 _____________________
	
                8.    Account
                  Number at DTC Participant being credited with the shares:

                 

              	 _____________________