THIS
      WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD,
      ASSIGNED, PLEDGED (EXCEPT AS SET FORTH BELOW) TRANSFERRED OR OTHERWISE DISPOSED
      OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF
      REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID
      ACT.
      THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      WITH
      A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
      IS AN
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

     

    
      	WARRANT NO.	
              NUMBER
                OF SHARES:

            
	DATE OF ISSUANCE: January 28, 2008	
              (subject
                to
                adjustment)

            


    

    


    WARRANT
      TO PURCHASE SHARES

    OF
      COMMON
      STOCK OF

    


    MIDDLEBROOK
      PHARMACEUTICALS, INC.

     

    This
      Warrant is issued to ___________, or its registered assigns (the “Purchaser”),
      pursuant to that certain Securities Purchase Agreement, dated as of January
      24,
      2008, between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the
      “Company”),
      the
      Purchaser and certain other purchasers thereunder (the “Purchase
      Agreement”)
      and is
      subject to the terms and conditions of the Purchase Agreement.

     

    1. EXERCISE
      OF WARRANT.

     

    (a) Method
      of Exercise.
      Subject
      to the terms and conditions herein set forth, upon surrender of this Warrant
      at
      the principal office of the Company and upon payment of the Warrant Price (as
      defined below) by wire transfer to the Company or cashier’s check drawn on a
      United States bank made to the order of the Company, or exercise of the right
      to
      credit the Warrant Price against the fair market value of the Warrant Stock
      (as
      defined below) at the time of exercise (the “Net
      Exercise Right”)
      pursuant to Section 1(b), Purchaser is entitled to purchase from the Company,
      at
      any time after July 28, 2008 (“Initial
      Exercise Date”)
      and on
      or before the date that is five (5) years from the Initial Exercise Date (the
      “Expiration
      Date”),
      up to
      ________ shares (as adjusted from time to time pursuant to the provisions of
      this Warrant) of Common Stock of the Company (the “Warrant
      Stock”),
      at a
      purchase price of $3.00 per share (the “Warrant
      Price”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Net
      Exercise Right.
      If the
      Company shall receive written notice from the holder of this Warrant at the
      time
      of exercise of this Warrant that the holder elects to exercise the Net Exercise
      Right, the Company shall deliver to such holder (without payment by the
      Purchaser of any exercise price in cash) that number of fully paid and
      nonassessable shares of Common Stock, par value $0.01 per share, of the Company
      (“Common
      Stock”)
      equal
      to the quotient obtained by dividing (y) the value of this Warrant (or the
      specified portion thereof) on the date of exercise, which value shall be
      determined by subtracting (1) the aggregate Warrant Price of the Warrant Stock
      (or the specified portion thereof) immediately prior to the exercise of this
      Warrant from (2) the Aggregate Fair Market Value (as defined below) of the
      Warrant Stock (or the specified portion thereof) issuable upon exercise of
      this
      Warrant (or specified portion thereof) on the date of exercise by (z) the Fair
      Market Value (as defined below) of one share of Common Stock on the date of
      exercise. The “Fair
      Market Value”
of
      a
      share of Common Stock shall mean the last reported sale price and, if there
      are
      no sales, the last reported bid price, of the Common Stock on the business
      day
      prior to the date of exercise as reported by the NASDAQ Global Market or such
      other principal exchange or quotation system on which the Common Stock is then
      traded or, if the Common Stock is not publicly traded, the price determined
      in
      good faith by the Company’s Board of Directors. The “Aggregate
      Fair Market Value”
of
      the
      Warrant Stock shall be determined by multiplying the number of shares of Warrant
      Stock by the Fair Market Value of one share of Warrant Stock.

     

    2. CERTAIN
      ADJUSTMENTS.

     

    (a) Mergers
      or Consolidations.
      If at
      any time after the date hereof (including prior to the Initial Exercise Date)
      there shall be a capital reorganization (other than a combination or subdivision
      of Warrant Stock otherwise provided for herein) (a “Reorganization”),
      or a
      merger or consolidation of the Company with another corporation (other than
      a
      merger with another corporation in which the Company is a continuing corporation
      and which does not result in any reclassification or change of outstanding
      securities issuable upon exercise of this Warrant or a merger effected
      exclusively for the purpose of changing the domicile of the Company) or the
      sale
      of all or substantially all of the assets of the Company (a “Merger”),
      then,
      as a part of such Reorganization or Merger (collectively, a “Fundamental
      Transaction”),
      lawful provision shall be made so that the Purchaser shall thereafter be
      entitled to receive upon exercise of this Warrant, during the period specified
      in this Warrant and upon payment of the Warrant Price, the number of shares
      of
      stock or other securities or property of the Company or the successor
      corporation resulting from such Reorganization or Merger, to which a holder
      of
      the Common Stock deliverable upon exercise of this Warrant would have been
      entitled under the provisions of the agreement in such Reorganization or Merger
      if this Warrant had been exercised immediately before that Reorganization or
      Merger. In any such case, appropriate adjustment (as determined in good faith
      by
      the Company’s Board of Directors) shall be made in the application of the
      provisions of this Warrant with respect to the rights and interests of the
      Purchaser after the Reorganization or Merger to the end that the provisions
      of
      this Warrant (including adjustment of the Warrant Price then in effect and
      the
      number of shares of Warrant Stock) shall be applicable after that event, as
      near
      as reasonably may be, in relation to any shares or other property deliverable
      after that event upon exercise of this Warrant. Notwithstanding anything to
      the
      contrary, in the event of a Fundamental Transaction that is (1) an all cash
      transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the
      Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction
      involving a person or entity not traded on a national securities exchange,
      the
      Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
      Market, the Company or any successor entity shall pay at the Holder’s option,
      exercisable at any time concurrently with or within 30 days after the
      consummation of the Fundamental Transaction, an amount of cash equal to the
      value of this Warrant as determined in accordance with the Black Scholes Option
      Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a
      price per share of Common Stock equal to the Fair Market Value of the Common
      Stock for the Trading Day immediately preceding the date of consummation of
      the
      applicable Fundamental Transaction, (ii) a risk-free interest rate equal to
      the
      30 day LIBOR rate on the day immediately prior to the public announcement of
      such transaction, (iii) an expected volatility equal to 65% and (iv) a remaining
      option time equal to the time between the date of the public announcement of
      such transaction and the Expiration Date.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (b) Splits
      and Subdivisions; Dividends.
      In the
      event the Company should at any time, or from time to time, fix a record date
      for the effectuation of a split or subdivision of the outstanding shares of
      Common Stock or the determination of the holders of Common Stock entitled to
      receive a dividend or other distribution payable in additional shares of Common
      Stock or other securities or rights convertible into, or entitling the holder
      thereof to receive directly or indirectly, additional shares of Common Stock
      (hereinafter referred to as the “Common
      Stock Equivalents”)
      without payment of any consideration by such holder for the additional shares
      of
      Common Stock or Common Stock Equivalents (including the additional shares of
      Common Stock issuable upon conversion or exercise thereof), then, as of such
      record date (or the date of such distribution, split or subdivision if no record
      date is fixed), the per share Warrant Price shall be appropriately decreased
      and
      the number of shares of Warrant Stock shall be appropriately increased in
      proportion to such increase (or potential increase) of outstanding
      shares.

     

    (c) Combination
      of Shares.
      If the
      number of shares of Common Stock outstanding at any time after the date hereof
      is decreased by a combination of the outstanding shares of Common Stock, the
      per
      share Warrant Price shall be appropriately increased and the number of shares
      of
      Warrant Stock shall be appropriately decreased in proportion to such decrease
      in
      outstanding shares.

     

    (d) Adjustments
      for Other Distributions.
      In the
      event the Company shall declare a distribution payable in securities of other
      persons, evidences of indebtedness issued by the Company or other persons,
      assets (including cash but excluding cash dividends paid out of net profits)
      or
      options or rights not referred to in Section 2(b), then, in each such case
      for
      the purpose of this Section 2(d), upon exercise of this Warrant the holder
      hereof shall be entitled to a proportionate share of any such distribution
      as
      though such holder was the holder of the number of shares of Common Stock into
      which this Warrant may be exercised as of the record date fixed for the
      determination of the holders of Common Stock entitled to receive such
      distribution.

     

    3. NO
      FRACTIONAL SHARES. No fractional shares of Warrant Shares will be issued in
      connection with any exercise of this Warrant. In lieu of any fractional shares
      which would otherwise be issuable, the Company shall pay cash equal to the
      product of such fraction multiplied by the Fair Market Value of one share of
      Warrant Stock.

     

    4. NO
      STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this
      Warrant, the Purchaser shall not have nor exercise any rights by virtue hereof
      as a stockholder of the Company (including without limitation the right to
      notification of stockholder meetings or the right to receive any notice or
      other
      communication concerning the business and affairs of the Company).

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    5. RESERVATION
      OF STOCK. The Company covenants that during the period this Warrant is
      exercisable, the Company will reserve from its authorized and unissued Common
      Stock a sufficient number of shares of Common Stock (or other securities, if
      applicable) to provide for the issuance of Warrant Stock (or other securities)
      upon the exercise of this Warrant. The Company agrees that its issuance of
      this
      Warrant shall constitute full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Stock upon the exercise of this
      Warrant.

     

    6. MECHANICS
      OF EXERCISE. This Warrant may be exercised by the holder hereof, in whole or
      in
      part, by the surrender of this Warrant and the Notice of Exercise attached
      hereto as Exhibit
      A
      duly
      completed and executed on behalf of the holder hereof, at the principal office
      of the Company together with payment in full of the Warrant Price then in effect
      with respect to the number of shares of Warrant Stock as to which the Warrant
      is
      being exercised. This Warrant shall be deemed to have been exercised immediately
      prior to the close of business on the date of its surrender for exercise as
      provided above, and the person entitled to receive the Warrant Stock issuable
      upon such exercise shall be treated for all purposes as the holder of such
      shares of record as of the close of business on such date. As promptly as
      practicable on or after such date, and in any event with 3 business days, the
      Company at its expense shall cause to be issued and delivered to the person
      or
      persons entitled to receive the same a certificate or certificates for the
      number of full shares of Warrant Stock issuable upon such exercise, together
      with cash in lieu of any fraction of a share as provided above. The shares
      of
      Warrant Stock issuable upon exercise hereof shall, upon their issuance, be
      validly issued, fully paid and nonassessable, and free from all preemptive
      rights, taxes, liens and charges with respect to the issue thereof. In the
      event
      that this Warrant is exercised in part, the Company at its expense will execute
      and deliver a new Warrant of like tenor exercisable for the number of shares
      for
      which this Warrant may then be exercised. If (1) a certificate representing
      the
      Warrant Stock is not delivered to the holder within three (3) Business Days
      of
      the due exercise of this Warrant by the holder and (2) prior to the time such
      certificate is received by the holder, the holder, or any third party on behalf
      of the holder or for the holder’s account, purchases (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the holder of shares represented by such certificate (a “Buy-In”),
      then
      the Company shall pay in cash to the holder (for costs incurred either directly
      by such holder or on behalf of a third party) the amount by which the total
      purchase price paid for Common Stock as a result of the Buy-In (including
      brokerage commissions, if any) exceeds the proceeds received by such holder
      as a
      result of the sale to which such Buy-In relates. The holder shall provide the
      Company written notice indicating the amounts payable to the holder in respect
      of the Buy-In. Notwithstanding anything herein to the contrary, the Company
      shall not effect any exercise of this Warrant, and a Purchaser shall not have
      the right to exercise any portion of this Warrant, pursuant to Section 2 or
      otherwise, to the extent that after giving effect to such issuance after
      exercise as set forth on the applicable Notice of Intent to Exercise, the
      Purchaser (together with the Purchaser’s Affiliates, and any other person or
      entity acting as a group together with the Purchaser or any of the Purchaser’s
      Affiliates), would beneficially own in excess of the Beneficial Ownership
      Limitation (as defined below).  For purposes of the foregoing sentence, the
      number of shares of Common Stock beneficially owned by the Purchaser and its
      Affiliates shall include the number of shares of Common Stock issuable upon
      exercise of this Warrant with respect to which such determination is being
      made,
      but shall exclude the number of shares of Common Stock which would be issuable
      upon (A) exercise of the remaining, nonexercised portion of this Warrant
      beneficially owned by the Purchaser or any of its Affiliates and (B) exercise
      or
      conversion of the unexercised or nonconverted portion of any other securities
      of
      the Company (including, without limitation, any other Common Stock Equivalents)
      subject to a limitation on conversion or exercise analogous to the limitation
      contained herein beneficially owned by the Purchaser or any of its
      affiliates.  Except as set forth in the preceding sentence, for purposes of
      this Section 6, beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated
      thereunder, it being acknowledged by the Purchaser that the Company is not
      representing to the Purchaser that such calculation is in compliance with
      Section 13(d) of the Exchange Act and the Purchaser is solely responsible for
      any schedules required to be filed in accordance therewith. To the extent that
      the limitation contained in this Section 6 applies, the determination of whether
      this Warrant is exercisable (in relation to other securities owned by the
      Purchaser together with any Affiliates) and of which portion of this Warrant
      is
      exercisable shall be in the sole discretion of the Purchaser, and the submission
      of a Notice of Exercise shall be deemed to be the Purchaser’s determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Purchaser together with any Affiliates) and of which portion of this Warrant
      is exercisable, in each case subject to the Beneficial Ownership Limitation,
      and
      the Company shall have no obligation to verify or confirm the accuracy of such
      determination. In addition, a determination as to any group status as
      contemplated above shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated thereunder. For purposes
      of this Section 6, in determining the number of outstanding shares of Common
      Stock, a Purchaser may rely on the number of outstanding shares of Common Stock
      as reflected in (x) the Company’s most recent periodic or annual report, as the
      case may be, (y) a more recent public announcement by the Company or (z) any
      other notice by the Company or the Company’s Transfer Agent setting forth the
      number of shares of Common Stock outstanding.  Upon the written or oral
      request of a Purchaser, the Company shall within two Trading Days confirm orally
      and in writing to the Purchaser the number of shares of Common Stock then
      outstanding.  In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including this Warrant, by the Purchaser or its
      Affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported. The “Beneficial
      Ownership Limitation”
shall
      be 9.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Common Stock issuable upon
      exercise of this Warrant. The provisions of this paragraph shall be construed
      and implemented in a manner otherwise than in strict conformity with the terms
      of this Section 6 to correct this paragraph (or any portion hereof) which may
      be
      defective or inconsistent with the intended Beneficial Ownership Limitation
      herein contained or to make changes or supplements necessary or desirable to
      properly give effect to such limitation. The limitations contained in this
      paragraph shall apply to a successor holder of this Warrant.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    7. CERTIFICATE
      OF ADJUSTMENT. Whenever the Warrant Price or number or type of securities
      issuable upon exercise of this Warrant is adjusted, as herein provided, the
      Company shall, at its expense, promptly deliver to the record holder of this
      Warrant a certificate of an officer of the Company setting forth the nature
      of
      such adjustment and showing in detail the facts upon which such adjustment
      is
      based.

     

    8. REPRESENTATIONS
      OF PURCHASER. As of the date hereof, the Purchaser hereby confirms the
      representations and warranties made by the Purchaser in Section 4 of the
      Purchase Agreement.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    9. TRANSFER
      RESTRICTIONS.

     

    (a) Unregistered
      Security.
      The
      holder of this Warrant acknowledges that this Warrant and the Warrant Stock
      have
      not been registered under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      or
      applicable state securities laws (collectively, the “Acts”),
      and
      agrees not to sell, encumber or otherwise transfer this Warrant or any Warrant
      Stock issued upon its exercise unless (i) there is an effective registration
      statement under the Acts covering the transaction, (ii) the Company receives
      an
      opinion of counsel satisfactory to the Company that such registration is not
      required under the Acts, or (iii) the Company otherwise satisfies itself that
      registration is not required under the Acts. Each certificate or other
      instrument for Warrant Stock issued upon the exercise of this Warrant shall
      bear
      a legend substantially to the foregoing effect.

     

    10. NOTICES
      OF RECORD DATE. In the event of:

     

    (a) any
      taking by the Company of a record of the holders of any class of securities
      for
      the purpose of determining the holders thereof who are entitled to receive
      any
      dividend (other than a cash dividend payable out of earned surplus of the
      Company) or other distribution, or any right to subscribe for, purchase or
      otherwise acquire any shares of stock of any class or any other securities
      or
      property, or to receive any other right; or 

     

    (b) any
      Reorganization or Merger; or

     

    (c) any
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company,

     

    then
      and
      in each such event the Company will mail or cause to be mailed to the Purchaser
      (or a permitted transferee pursuant to Section 9(b) above) a notice
      specifying (i) the date on which any such record is to be taken for the purpose
      of such dividend, distribution or right, and stating the amount and character
      of
      such dividend, distribution or right, and (ii) the date on which any such
      Reorganization, Merger, dissolution, liquidation or winding-up is to take place,
      and the time, if any, as of which the holders of record of Common Stock (or
      other securities) shall be entitled to exchange their shares of Common Stock
      (or
      other securities) for securities or other property deliverable upon such
      Reorganization, Merger, dissolution, liquidation or winding-up. Such notice
      shall be mailed at least ten (10) business days prior to the date therein
      specified.

     

    11. REPLACEMENT
      OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company
      of
      the loss, theft, destruction or mutilation of this Warrant and, in the case
      of
      any such loss, theft, destruction or mutilation of this Warrant, on delivery
      of
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of such Warrant, the Company at its expense will execute and
      deliver, in lieu thereof, a new Warrant of like tenor.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    12. NO
      IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant,
      the Company will not, by amendment of its charter or through a Reorganization,
      Merger, dissolution, sale of assets or any other voluntary action, avoid or
      seek
      to avoid the observance or performance of any of the terms of this Warrant,
      but
      will at all times in good faith assist in the carrying out of all such terms
      and
      in the taking of all such action as may be necessary or appropriate in order
      to
      protect the rights of the holder of this Warrant against
      impairment.

     

    13. SATURDAYS,
      SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall be a
      Saturday or Sunday or shall be a legal U.S. holiday, then such action may be
      taken or such right may be exercised on the next succeeding day not a Saturday,
      Sunday or legal U.S. holiday.

     

    14. MISCELLANEOUS.
      This Warrant shall be governed by the laws of the State of New York. The Company
      and, by accepting this Warrant, the holder, each irrevocably submits to the
      exclusive jurisdiction of the courts of the State of New York located in New
      York County and the United States District Court for the Southern District
      of
      New York for the purpose of any suit, action, proceeding or judgment relating
      to
      or arising out of this Warrant and the transactions contemplated hereby. Service
      of process in connection with any such suit, action or proceeding may be served
      on each party hereto anywhere in the world by the same methods as are specified
      for the giving of notices under this Warrant. The Company and, by accepting
      this
      Warrant, the holder, each irrevocably consents to the jurisdiction of any such
      court in any such suit, action or proceeding and to the laying of venue in
      such
      court. The Company and, by accepting this Warrant, the holder, each irrevocably
      waives any objection to the laying of venue of any such suit, action or
      proceeding brought in such courts and irrevocably waives any claim that any
      such
      suit, action or proceeding brought in any such court has been brought in an
      inconvenient forum. EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY
      RIGHT
      TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND
      REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.
      The
      headings in this Warrant are for purposes of convenience and reference only,
      and
      shall not be deemed to constitute a part hereof. Neither this Warrant nor any
      term hereof may be changed, waived, discharged or terminated orally but only
      by
      an instrument in writing signed by the Company and the Purchaser. All notices
      and other communications from the Company to the Purchaser shall be sufficient
      if in writing and delivered (i) personally, (ii) by facsimile transmission
      (receipt verified), (iii) by registered or certified mail (return receipt
      requested), postage prepaid, or (iv) sent by express courier service (receipt
      verified), to the address furnished to the Company in writing by the Purchaser.
      All such notices and communications to the Company shall be effective if
      delivered (i) personally, (ii) by facsimile transmission (receipt verified),
      (iii) by registered or certified mail (return receipt requested), postage
      prepaid, or (iv) sent by express courier service (receipt verified), at 20425
      Seneca Meadows Parkway, Germantown, Maryland 20878, Edward M. Rudnic, Ph.D.,
      President and Chief Executive Officer, fax: (301) 944-6700, with a copy to
      Dewey
      Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, Frederick
      W. Kanner, Esq., fax: (212) 259-6333. The invalidity or unenforceability of
      any
      provision hereof shall in no way affect the validity or enforceability of any
      other provisions.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    [Signature
      Page Follows]

     

     

     

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as
      of
      the Date of Issuance first set forth above.

     

    
      	 	 	 
	 	MIDDLEBROOK
              PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:	
              
Edward
              M. Rudnic, Ph.D.
	 	Title:	President and Chief
              Executive
              Officer


    

     

    
      
         

      

      
        Signature
          Page to Warrant

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    NOTICE
      OF
      INTENT TO EXERCISE

    (To
      be
      signed only upon exercise of Warrant)

    


    


    To:
      MiddleBrook Pharmaceuticals, Inc.

    


    The
      undersigned, the Purchaser of the attached Warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder, ______________ (________) shares of Common Stock of MiddleBrook
      Pharmaceuticals, Inc. and (choose one)

     

    o herewith
      makes
      payment of __________________ Dollars ($_________) thereof

     

    or

     

    o exercises
      the Net Exercise Right pursuant to
      Section 1(b) thereof and requests that the certificates for such shares be
      issued in the name of, and delivered to ___________________________, whose
      address is
      _______________________________________________________________________.

     

    


    DATED:
      ___________________

    
      	 	 	 
	 
 	 
 	
              (Signature
                must
                conform in all respects
                to name
of the Purchaser as
                specified on the face of the Warrant)

              
 

            
	 	 	
              
 
	 	
              

            
	 	(Address)


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    NOTICE
      OF
      ASSIGNMENT FORM

    


    FOR
      VALUE
      RECEIVED, ______________________ (the “Assignor”)
      hereby
      sells, assigns and transfers all of the rights of the undersigned Assignor
      under
      the attached Warrant with respect to the number of shares of common stock of
      MiddleBrook Pharmaceuticals, Inc. (the “Company”)
      covered thereby set forth below, to the following “Assignee”
and,
      in
      connection with such transfer, represents and warrants to the Company that
      (i)
      such Assignee is a Qualifying Holder (as such term is defined in the
      Registration Rights Agreement between the Company and the Purchaser entered
      into
      in connection with the Purchase Agreement dated as of even date herewith) of
      the
      Assignor and (ii) the transfer is otherwise in compliance with Section 9(b)
      of
      the Warrant:

    
       

      
        	
                NAME
                  OF ASSIGNEE

              	
                ADDRESS/FAX
                  NUMBER

              
	 	 
 	 
 	 
 
	
                Dated:

              	
                 

              	Signature:	 
	 	
                
 	
                Witness:

              	
                
 
	 	 	 	
                
 


      

       

    

     

    ASSIGNEE
      ACKNOWLEDGMENT

     

    The
      undersigned Assignee acknowledges that it has reviewed the attached Warrant
      and
      by its signature below it hereby represents and warrants that it is a Qualifying
      Holder and an “accredited investor” as defined in Rule 501(a) of Regulation D
      promulgated under the Securities Act of 1933, as amended, and agrees to be
      bound
      by the terms and conditions of the attached Warrant as of the date
      hereof.

     

    
      	 	 	 
	 
 	 
 	 
 
	 	Signature:	 
	 	By:	
              
 
	 	Its:	 
	 	
              Address: