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MiddleBrook Pharmaceuticals Signs Asset Purchase Agreement

^{Published on 2010-05-14 15:15:25 - Market Wire}
 

WESTLAKE, Texas--([ BUSINESS WIRE ])--[ MiddleBrook Pharmaceuticals, Inc. ] (Pink Sheets: [ MBRKQ ]) (aMiddleBrooka or the aCompanya) has entered into an asset purchase agreement with Victory Pharma, Inc. for the sale of substantially all of its assets, and assumption of trade sales and certain other liabilities, of the Company for approximately $17.1 million (the aAcquisitiona). The Acquisition is subject to customary closing conditions, a competitive auction process supervised by the United States Bankruptcy Court for the District of Delaware (the aBankruptcy Courta) in which MiddleBrook will seek competing bids to obtain the best offer possible for its assets, and approval of the Bankruptcy Court.

"During the Bankruptcy Court supervised process, we remain committed to continuing to promote MOXATAG® utilizing our third party partner's electronic promotion program and maintaining MOXATAG and KEFLEX® product availability to our trade sales customers"

"During the Bankruptcy Court supervised process, we remain committed to continuing to promote MOXATAG^® utilizing our third party partner's electronic promotion program and maintaining MOXATAG and KEFLEX^® product availability to our trade sales customers," said David Becker, MiddleBrook Executive Vice President and Chief Financial Officer, and Acting President and Chief Executive Officer.

About MiddleBrook Pharmaceuticals

MiddleBrook Pharmaceuticals, Inc. (Pink Sheets: [ MBRKQ ]) is a pharmaceutical company focused on commercializing anti-infective products that fulfill unmet medical needs. MiddleBrooka™s proprietary delivery technology, PULSYS, enables the pulsatile delivery, or delivery in rapid bursts, of certain drugs. MiddleBrook currently markets MOXATAG, the first and only FDA-approved once-daily amoxicillin, and KEFLEX (cephalexin, USP), the immediate-release brand of cephalexin. For more information about MiddleBrook, please visit [ www.middlebrookpharma.com ].

KEFLEX, KEFLEX 750 MG, MiddleBrook, MiddleBrook Pharmaceuticals (stylized), MiddleBrook Pharmaceuticals, Inc., MOXATAG, and PULSYS are MiddleBrooka™s trademarks and have been registered in the U.S. Patent and Trademark Office or are the subject of pending U.S. trademarks applications. Each of the other trademarks, tradenames, or service marks appearing in this document belongs to the respective holder, as used herein, except as otherwise indicated by the context. References to awe,a aaus,a aour,a aaMiddleBrook,a or the aCompany,a refer to MiddleBrook Pharmaceuticals, Inc., and its subsidiaries.

About Victory Pharma

Founded in 2003, Victory Pharma, Inc. is a privately held specialty pharmaceutical company headquartered in San Diego, CA focused on acquiring, developing, and marketing products to treat pain and related conditions. Victory markets its lead product, NAPRELAN® (naproxen sodium) Controlled-Release Tablets and other pain products to pain management specialists, rheumatologists, orthopedic surgeons, and selected primary care physicians through its physician office-based field sales force. Victory is also developing proprietary products for the treatment of chronic pain and common opioid-induced side effects. Further information regarding Victory Pharma is available at [ www.victorypharma.com ].

NAPRELAN® is a trademark of Elan Corporation, plc.

Please see full prescribing information including BOXED warning regarding cardiovascular and gastrointestinal risks at [ www.naprelan.com ]

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements related to MiddleBrooka™s ability to consummate the Acquisition and/or obtain a better offer through the Bankruptcy Court supervised auction process. In some cases, forward-looking statements are identified by words such as aintend,a abelieve,a aanticipate,a aexpect,a aestimate,a awill,a amay,a ashould,a acould,a awoulda and similar expressions. Such forward-looking statements reflect MiddleBrooka™s current plans, beliefs, estimates and views and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, the Companya™s ability to obtain Bankruptcy Court approval of the Acquisition and consummate the Acquisition in a timely manner, the Companya™s ability to continue to operate in the ordinary course and manage its relationships with its creditors, vendors, and customers during the Chapter 11 process given the Companya™s financial condition; the Companya™s ability to manage expenses and fund its working capital needs during the Chapter 11 process; the Companya™s ability to successfully commercialize and market MOXATAG or KEFLEX during the Chapter 11 process due to: the limitations on the Companya™s resources and experience in the commercialization of products; the elimination of a substantial portion of the Companya™s commercial organization; the lack of acceptance by physicians, patients and third party payors of the Companya™s products; unanticipated safety, product liability, efficacy, or other regulatory issues; problems relating to manufacturing or supply; delays in the supply of products by the third party manufacturers and suppliers on which the Company relies; inadequate distribution of the products by wholesalers, pharmacies, and other customers; competition from other products; and other risks identified in the sections titled aManagementa™s Discussion and Analysis of Financial Condition and Results of Operationsa and aRisk Factorsa in MiddleBrooka™s Annual Report on Form 10-K for the year ended Dec. 31, 2009, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. MiddleBrook undertakes no obligation to update publicly or review any of the forward-looking statements made in this press release, whether as a result of new information, future developments or otherwise.