Terms of Use

These Terms of Use (these "Terms") set forth the terms and conditions governing your use of any Middlebrook Pharmaceutical, Inc. ("MiddleBrook")website (collectively, the "Sites" and each a "Site"), as well as your access to, and use of, the information and content made available through any Site. By accessing or using a Site, you expressly accept and agree to be legally bound by these Terms as the same may be amended from time-to-time in accordance with these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY SITE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE ANY SITE. BY USING A SITE YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS.

Overview of the Sites.
The Sites are available to individuals seeking information concerning MiddleBrook, its anti-infective pharmaceutical formulations (the "MiddleBrook Products") and its business operations. You also may use the Sites to contact MiddleBrook with inquiries about the information on the Sites.

Permission to Use.
MiddleBrook grants you a limited, non-transferable license to access, view and use the Sites in accordance with these Terms. Your right to access, view and use the Sites is expressly conditioned on your compliance with these Terms. You may use the Sites and their contents for your personal, non-commercial use only. You may not copy, reproduce, republish, upload, post, transmit or distribute or otherwise use the Sites or any Site Content (as defined below) for any other purpose.

Sites Intended for United States Visitors.
You understand that MiddleBrook makes no representation that the information contained on any Site is appropriate for locations outside of the United States, and access to any Site from territories where the Content of such Site may be illegal or inappropriate is prohibited. Those who choose to access a Site from jurisdictions other than the United States do so at their own initiative and are responsible for compliance with all applicable local laws, rules, regulations and rulings.

Product Information.
The product information provided on the Sites is intended only for residents of the United States. A Site may, however, contain information about products that may or may not be available in any particular country, territory or region of the world (including the United States), may be available under different names/trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. You should not construe anything on any Site as a promotion or solicitation for any product or service or for the use of any product or service that is not authorized by the laws and regulations of the country where you are located, including the United States. For specific information about particular products, you should refer to the full prescribing information as approved by the relevant governmental authority of the country where you are located. The prescribing information provided on any Site is based on United States labeling and may not be appropriate outside of the United States.

No Medical Advice.
The Sites do not provide medical advice. MiddleBrook products are available only by prescription from a licensed health care professional. MiddleBrook is not engaged in rendering medical or similar professional services or advice, and the information provided on the Sites is not intended to replace medical advice offered by a health care provider. If you desire or need such services or advice, you should promptly consult a physician or professional health care provider.

Ownership of Content.
The Sites and all content, materials and software posted to or used in conjunction with any of the Sites including, text, graphics, logos, button icons, images and audio and video clips (collectively, "Content") are the property of MiddleBrook or its licensors and are protected by United States and international copyright, trademark and/or other intellectual property laws. Except to the minimum extent otherwise expressly permitted under these Terms, you may not copy or exploit any of the Content without the express written approval of MiddleBrook. Any Content available for downloading may be downloaded and used for your personal, non-commercial use only in accordance with these Terms. You may not distribute, modify, transmit, reuse, repost or use any Content for public or commercial purposes without the express written approval of MiddleBrook. You may not remove, alter, obscure or obliterate any proprietary notices, such as copyright and trademark notices, contained on any Site or in any Content. MiddleBrook neither warrants nor represents that your use of any Content will not infringe rights of third parties.

Trademarks.
MIDDLEBROOK®, MIDDLEBROOK PHARMACEUTICALS (and Design)®, MOXATAG™, PULSYS® and KEFLEX®, as well as other MiddleBrook trademarks, service marks, trade names and/or logos and other MiddleBrook product and service names displayed on the Sites are the registered and unregistered trademarks of MiddleBrook (collectively, "MiddleBrook Names and Marks"). You may not use any MiddleBrook Names and Marks for the purpose of creating a hypertext link to any Site without the express written approval of MiddleBrook. Nothing on any Site or in these Terms shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the MiddleBrook Names and Marks, or any third party trademarks, service marks, trade names and/or logos that may appear on a Site. You may not use any metatags or any other "hidden text" utilizing the MiddleBrook Names and Marks without the express written approval of MiddleBrook. All rights not expressly granted in these Terms are hereby reserved.

Communications Via the Sites.
You may use the Sites to contact MiddleBrook with inquiries about information contained on a Site. When you provide any information to MiddleBrook, you agree to provide current, complete, true and accurate information about yourself ("Personal Information"), and not to use a false or misleading name or a name that you are not authorized to use. You may not transmit material to or through a Site that (a) infringes or violates any intellectual property, publicity or privacy rights of any third party; or (b) contains confidential information or trade secrets belonging to you or any third party. The use by MiddleBrook of the Personal Information that you submit to MiddleBrook is governed by the MiddleBrook Privacy Policy which is incorporated herein by this reference. Any information, other than Personal Information that is subject to the MiddleBrook Privacy Policy, communicated to MiddleBrook is not confidential and MiddleBrook has no obligations of confidentiality to you with respect to such information. You understand that anything you transmit to MiddleBrook may, subject to applicable law, be used by MiddleBrook for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, MiddleBrook is free to use any ideas, concepts, know-how, processes or techniques contained in any communication you send via any Site (including via any email address posted on any Site) for any purpose whatsoever including, but not limited to, developing, manufacturing, marketing and selling products and service using such ideas, concepts, know-how, processes or techniques.

Links.
MiddleBrook may place hypertext links on the Sites that connect to third party websites. MiddleBrook has no control over these linked sites or their content. Your linking to any websites from any Site is at your own risk, and you agree that MiddleBrook does not endorse the site operator or the content of the linked site. Your use of such linked sites will be subject to such sites" terms of use and privacy policies and not MiddleBrook"s, so be sure to read them before using such sites or transmitting any information to such sites.

If you operate a website, you may link to the homepage of a Site so long as the link and the context in which the link appears do not portray MiddleBrook in a false or misleading light or in a disparaging manner. You may not link to any Site in a manner that could lead others to conclude that an association exists between MiddleBrook and your website (or you, your company or your products or services) without the express written approval of MiddleBrook. MiddleBrook reserves the right to terminate any links to any Site, including links that comply with these Terms, at any time and for any or no reason in its sole discretion. You may not frame any Site or any part of any Site, or otherwise cause any part of any Site to appear in the context of any other web page, without the express written approval of MiddleBrook. You may not place any text or other content on your website that explicitly or implicitly suggests an association between you, your company or your products or services and MiddleBrook.

Third-Party Information.
MiddleBrook may provide certain third-party information or content on a Site. This third-party information or content does not represent the viewpoint or opinions of MiddleBrook, nor does MiddleBrook take responsibility for the accuracy or reliability of this third-party information or content.

Security & Limitations on Access.
You are prohibited from violating or attempting to violate the security of the Sites. Accordingly, you may not: (a) access data or materials not intended for you; (b) log into a server or account which you are not authorized to access or (c) attempt to probe, scan or test the vulnerability of any Site. Violations of system or network security may result in civil or criminal liability. MiddleBrook reserves the right to investigate any suspected violations of this section and may involve and cooperate with law enforcement authorities in prosecuting anyone who has participated in such violations.

You agree that you will not use any robot, spider, other automatic or manual process or device to "screen scrape", monitor "mine" or copy web pages from any Site or any Site Content without the express written approval of MiddleBrook. You agree that you will not use any devices, software or routine to interfere, or attempt to interfere, with the proper working of any Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on MiddleBrook"s information technology infrastructure.

Compliance with Laws.
You may use the Sites only for lawful purposes. You agree that you will, at all times, comply with all applicable local, state, national and international laws, statutes, rules, regulations, ordinances and the like that are applicable to your use of the Sites.

Warranty Disclaimer.
THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MIDDLEBROOK DOES NOT WARRANT THAT ANY OF THE SITES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. YOUR USE OF THE SITES IS AT YOUR OWN RISK. Due to applicable law in certain jurisdictions, some or all of the foregoing disclaimers of warranties may not pertain to you.

Limitation of Liability.
NEITHER MIDDLEBROOK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SITES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR YOUR USE OF ANY OR ALL OF THE SITES (EVEN IF MIDDLEBROOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ANY EVENT, THE AGGREGATE LIABILITY OF MIDDLEBROOK FOR ANY REASON AND UPON ANY CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SITES OR THESE TERMS SHALL BE LIMITED TO YOUR DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). MiddleBrook assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, or use of, the Sites or your downloading of any Content from any Site. Due to applicable law in certain jurisdictions, some or all of the foregoing limitations of liability may not pertain to you.

Indemnification.
You agree to indemnify, defend and hold harmless MiddleBrook, its directors, officers, employees, agents, suppliers and third party partners from and against all losses, expenses, damages and costs, including reasonable attorneys" fees and court costs, resulting from any violation by you of these Terms.

Order of Precedence.
These Terms govern your use of the Sites. These Terms do not modify, alter or amend any other agreement that you have entered, or may enter into, with MiddleBrook, including any agreement governing the use of a MiddleBrook product.

Reservation of Right to Modify these Terms. MiddleBrook reserves the right to modify these Terms or to impose new or additional terms of use at any time ("Modified Terms"). Modified Terms shall be effective immediately and incorporated into these Terms upon the posting of such Modified Terms. Your continued use of any Site following the posting of any Modified Terms shall be deemed to conclusively indicate your acceptance of any and all such Modified Terms. Accordingly, you should periodically re-review these Terms.

Choice of Law and Forum.
These Terms shall be interpreted and construed in accordance with the law of the State of Texas, United States of America (without regard for its conflicts of laws principles), regardless of the place of its execution or performance. The state and federal courts located in Dallas, Texas, will have exclusive jurisdiction over any controversy related to these Terms. You hereby consent to the jurisdiction and venue of such courts and irrevocably waive any objection to the jurisdiction or venue of such courts. You hereby waive any right to a jury trial and agree that any action commenced by you will be in an individual capacity. You further agree not to participate in any class or similar type action in connection with any controversy related to these Terms. Regardless of any statute or law to the contrary, you must file or otherwise commence any claim or cause of action arising out of or related to these Terms or the Sites within one (1) year after such claim or cause of action arose or such claim or cause of action shall be forever barred.

Forward Looking Statements.
The Sites may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen, including risks detailed in MiddleBrook"s reports filed with the Securities and Exchange Commission (the "SEC"), including MiddleBrook"s most recently filed report with the SEC.

Miscellaneous Terms.
These Terms constitute the entire agreement between you and MiddleBrook with respect to the subject matter addressed herein, and governs your use of the Sites. The failure of MiddleBrook to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties" intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. MiddleBrook in its sole discretion may terminate these Terms and your right to access any of the Sites at any time for any or no reason including, but not limited to, improper use of any Site and failure to adhere to these Terms. Termination of these Terms will not affect MiddleBrook"s rights to relief in law or equity.

Last Updated: December 2008