0001144204-08-032298 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2008 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

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”).

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COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and DISCOVERY LABORATORIES, INC. dated as of May 22, 2008
Common Stock Purchase Agreement • May 28th, 2008 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 22d day of May, 2008, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”), and Discovery Laboratories, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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