Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee (the "Compensation Committee") of the Board of Directors of Discovery Laboratories, Inc. (the "Company") on September 14, 2012 conducted a review of compensation payable to executives of the Company, including with respect to target bonuses for the fiscal year 2012 for certain of its executive officers, including the Company's Named Executive Officers, W. Thomas Amick, Chief Executive Officer; John G. Cooper, President and Chief Financial Officer; and Thomas F. Miller, Senior Vice President and Chief Operating Officer. Since approximately 2007, the bonus target amounts for these executives, expressed as a percent of base compensation, were as follows: Mr. Amick, 0 - 100%; Mr. Cooper, 0 - 70%; and Dr. Miller, 0 - 30%. In 2012, the Compensation Committee has been reviewing the compensation arrangements for its executives, including bonus target amounts. The Compensation Committee has determined to adjust the target bonus amounts to the following: Mr. Amick , 0 - 50%. Mr. Cooper, 0 - 40%, and Dr. Miller, 0 - 35%. The Compensation Committee retained full discretion to pay a higher or lower bonus amount than what would be indicated on the basis of the Company's corporate performance, the individual's performance and that executive's target bonus.