EX-25.1 5 ex25_1.htm EXHIBIT 25.1 ex25_1.htm
Exhibit 25.1
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM T-1
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
 
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
   
One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
DISCOVERY LABORATORIES, INC.
(Exact name of obligor as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
94-3171943
(I.R.S. employer
identification no.)
   
2600 Kelly Road, Suite 100
Warrington, Pennsylvania
(Address of principal executive offices)
 
18976
(Zip code)
___________________________
Senior Debt Securities
(Title of the indenture securities)
 
 
 
 

1.
General information.  Furnish the following information as to the Trustee:

 
(a)
Name and address of each examining or supervising authority to which it is subject.
 
Name
  
Address
Superintendent of Banks of the State of New York
  
One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
  
33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation
  
Washington, D.C.  20429
New York Clearing House Association
  
New York, N.Y.  10005
 
  
(b)
Whether it is authorized to exercise corporate trust powers.

Yes.

2.
Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.
List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

 
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 
4.
A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

 
6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
 
 
 

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of June, 2011.
 
 
THE BANK OF NEW YORK MELLON
  
         
 
By:
 /S/ 
TIMOTHY W. CASEY
  
   
Name:
TIMOTHY W. CASEY
  
   
Title:
VICE PRESIDENT
  

 
 
 

Exhibit 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
 
  
Dollar Amounts In Thousands
  
Cash and balances due from depository institutions:
      
Noninterest-bearing balances and currency and coin
     3,060,000  
Interest-bearing balances
     80,377,000  
Securities:
        
Held-to-maturity securities
     3,553,000  
Available-for-sale securities
     58,636,000  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     38,000  
Securities purchased under agreements to resell
     954,000  
Loans and lease financing receivables:
        
Loans and leases held for sale
     4,000  
Loans and leases, net of unearned income
     24,852,000  
LESS: Allowance for loan and lease losses
     449,000  
Loans and leases, net of unearned income and allowance
     24,403,000  
Trading assets
     6,394,000  
Premises and fixed assets (including capitalized leases)
     1,144,000  
Other real estate owned
     6,000  
Investments in unconsolidated subsidiaries and associated companies
     982,000  
Direct and indirect investments in real estate ventures
     0  
Intangible assets:
        
Goodwill
     6,421,000  
Other intangible assets
     1,761,000  
Other assets
     12,516,000  
Total assets
     200,249,000  
LIABILITIES
        
Deposits:
        
In domestic offices
     70,588,000  
Noninterest-bearing
     37,184,000  
Interest-bearing
     33,404,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     87,515,000  
Noninterest-bearing
     2,620,000  
Interest-bearing
     84,895,000  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices.
     2,977,000  
Securities sold under agreements to repurchase
     28,000  
Trading liabilities
     7,066,000  
Other borrowed money:
        
(includes mortgage indebtedness and obligations under capitalized leases)
     2,571,000  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     3,490,000  
Other liabilities
     9,507,000  
Total liabilities
     183,742,000  
EQUITY CAPITAL
      
Perpetual preferred stock and related surplus
     0  
Common stock
     1,135,000  
Surplus (exclude all surplus related to preferred stock)
     8,631,000  
Retained earnings
     7,173,000  
Accumulated other comprehensive income
     -782,000  
Other equity capital components
     0  
Total bank equity capital
     16,157,000  
Noncontrolling (minority) interests in consolidated subsidiaries
     350,000  
Total equity capital
     16,507,000  
Total liabilities and equity capital
     200,249,000  

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,
Chief Financial Officer
 
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
 
Robert P. Kelly
Gerald L. Hassell
Catherine A. Rein
Directors