MiddleBrook Pharmaceuticals Raises Up to $10 Million from Deerfield ...(leBrook intendsto actively continue its ...),Health

Date:11/7/2007

leBrook intends to actively continue its strategic evaluation process, alternatives for which include, but are not limited to, the possible sale of some or all of the Company's assets, partnering or other collaboration agreements, or a merger or other strategic transaction. There can be no assurance that the exploration of strategic alternatives at that time will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms.

Transaction Terms

At the transaction closing on November 7, 2007, MiddleBrook sold certain assets, and assigned certain intellectual property rights, relating only to its existing cephalexin business, excluding cephalexin PULSYS, to Deerfield for $7.5 million, less a $500,000 payment to Deerfield. Pursuant to a consignment of those assets and license of those intellectual property rights back to the Company, the Company will continue to operate its existing cephalexin business, subject to royalty payments to Deerfield of 20% of net sales, which declines to a single digit royalty as the agreement matures. In addition, the Company granted to Deerfield a six-year warrant to purchase 3.0 million shares of the Company's common stock at $1.38, the closing market price on November 7, 2007.

If and when the Company receives approval of its Amoxicillin PULSYS New Drug Application, it may require Deerfield to acquire and license certain intellectual property rights relating only to the Company's cephalexin PULSYS business for a payment of $2.5 million. Pursuant to a sublicense of those intellectual property rights back to the Company, the Company will continue to operate its cephalexin PULSYS business. Cephalexin PULSYS is not approved for marketing by the FDA.

Deerfield also granted the Company the right to repurchase all assets and rights acquired and licensed by Deerfield for a flat purchase price of $14.0 million, if the Company has required Deerfield to
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SOURCE MiddleBrook Pharmaceuticals, Inc. Copyright©2007 PR Newswire. All rights reserved

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