SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MiddleBrook Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

596087106

(CUSIP Number)

Jeffrey I. Martin, Esq.
152 West 57^th Street, 23^rd Floor
New York, NY 10019
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 1, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.	596087106	Page	1	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Ventures V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			5,672,322 (1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,672,322 (1)
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,672,322 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.81% (1)(2)
14	TYPE OF REPORTING PERSON
	PN

(1)	Includes the shares of common stock, par value $0.01 per share of MiddleBrook Pharmaceuticals, Inc. (the “Common Stock”) that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,797,459 shares of Common Stock.
(2)	Assumes that there are 57,804,616 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	2	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Ventures V Affiliates, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			498,029 (1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			498,029 (1)
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	498,029 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.88% (1)(2)
14	TYPE OF REPORTING PERSON
	OO

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 157,817 shares of Common Stock.
(2)	Assumes that there are 56,164,974 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	3	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Capital Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			6,170,351 (1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,170,351 (1)
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,170,351 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.65% (1)(2)
14	TYPE OF REPORTING PERSON
	OO

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(2)	Assumes that there are 57,962,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	4	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RMV V, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			6,170,351 (1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,170,351 (1)
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,170,351 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.65% (1)(2)
14	TYPE OF REPORTING PERSON
	OO

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(2)	Assumes that there are 57,962,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	5	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Ruch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of South Africa
		7	SOLE VOTING POWER
NUMBER OF			607,374
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,285,667 (1)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			607,374
WITH		10	SHARED DISPOSITIVE POWER
			6,285,667 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,893,041(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.89% (1)(2)
14	TYPE OF REPORTING PERSON
	IN

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(2)	Assumes that there are 57,962,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	6	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Habib Kairouz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
		7	SOLE VOTING POWER
NUMBER OF			1,717
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,285,667 (1)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,717
WITH		10	SHARED DISPOSITIVE POWER
			6,285,667 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,287,384 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.85% (1)(2)
14	TYPE OF REPORTING PERSON
	IN

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(2)	Assumes that there are 57,962,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	7	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark Leschly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kingdom of Denmark
		7	SOLE VOTING POWER
NUMBER OF			1,717
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,285,667 (1)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,717
WITH		10	SHARED DISPOSITIVE POWER
			6,285,667 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,287,384 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.85% (1)(2)
14	TYPE OF REPORTING PERSON
	IN

(1)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(2)	Assumes that there are 57,962,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	8	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martin Vogelbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			50,000 (1)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,170,351 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			50,000 (1)
WITH		10	SHARED DISPOSITIVE POWER
			6,170,351 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,220,351 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.72% (1)(2)(3)
14	TYPE OF REPORTING PERSON
	IN

(1)	Includes all of Mr. Vogelbaum’s stock options, of which only 16,666 are exerciseable within the next 60 days.
(2)	Includes the shares of Common Stock that would be beneficially owned upon the exercise of warrants to purchase an aggregate 1,955,276 shares of Common Stock.
(3)	Assumes that there are 57,992,433 shares of Common Stock outstanding.

CUSIP No.	596087106	Page	9	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Management Trust I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NEW YORK
		7	SOLE VOTING POWER
NUMBER OF			115,316
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			115,316
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,316
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.21%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No.	596087106	Page	10	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Capital Partners, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NEW YORK
		7	SOLE VOTING POWER
NUMBER OF			115,316
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			115,316
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,316
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.21%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No.	596087106	Page	11	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Drakensberg, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			27,575
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			27,575
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.05%
14	TYPE OF REPORTING PERSON
	PN

CUSIP No.	596087106	Page	12	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kariba LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			27,575
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			27,575
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27.575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.05%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No.	596087106	Page	13	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Investment Partners “Q-2” L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			19,022
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			19,022
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,022
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03%
14	TYPE OF REPORTING PERSON
	PN

CUSIP No.	596087106	Page	14	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rho Management Partners L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			27,027
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			27,027
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,027
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.05%
14	TYPE OF REPORTING PERSON
	PN

CUSIP No.	596087106	Page	15	of	25
Exhibit Index on Page 25

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atlas Capital Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
		7	SOLE VOTING POWER
NUMBER OF			27,027
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			27,027
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,027
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.05%
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 596087106 Page 16 of 25
Exhibit Index on Page 25

Explanatory Note

Introduction

This Amendment No. 1 to Schedule 13D (this “Amendment No.1”) is being filed by the Reporting Persons (as defined below) and relates to their beneficial ownership of shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or the “Company”).

Previously, the Reporting Persons had been reporting their beneficial ownership under Schedule 13G, most recently pursuant to Amendment No.2 to Schedule 13G filed on February 14, 2007. The Reporting Persons’ obligation to report their beneficial ownership using Schedule 13D was triggered by the appointment of Martin Vogelbaum, an employee of Rho Capital Partners, Inc., to the Issuer’s Board of Directors on April 20, 2007. The Reporting Persons’ obligation to file this Amendment No.1 was triggered by the entry into that certain voting agreement, as more fully described in Item 6 below.

Item 1. Security and Issuer

This Amendment No. 1 relates to the Shares of the Issuer. The address of the Issuer’s principal executive office is 20425 Seneca Meadows Parkway, Germantown, Maryland 20876.

Item 2. Identity and Background

(a) This Amendment No.1 is being filed by Rho Capital Partners LLC, a Delaware limited liability company (“Rho Capital”), RMV V, L.L.C., a Delaware limited liability company (“RMV”), Rho Ventures V, L.P., a Delaware limited partnership (“Rho Ventures”), Rho Ventures V Affiliates, L.L.C., a Delaware serial limited liability company (“Rho Affiliates”), Joshua Ruch, Habib Kairouz, Mark Leschly, Martin Vogelbaum, Rho Management Trust I (“Trust I”), Rho Capital Partners, Inc. (“RCP”), Drakensberg, L.P. (“Drakensberg”), Kariba LLC (“Kariba”), Rho Investment Partners “Q-2” L.P. (“RIP Q-2”), Rho Management Partners L.P. (“RMP”) and Atlas Capital Corp. (“Atlas”).

Each of the former persons or entities are referred to herein as a “Reporting Person” or collectively as “Reporting Persons.”

Joshua Ruch, Habib Kairouz and Mark Leschly are the managing members of Rho Capital, the managing member of RMV. RMV is the general partner of Rho Ventures and is the managing member of Rho Affiliates. Martin Vogelbaum is a member of RMV. RCP is the investment advisor to Trust I. Joshua Ruch, Habib Kairouz and Mark Leschly are the principal executive officers and controlling persons of RCP. Joshua Ruch is the managing member of Kariba, which is the general partner of Drakensberg. Joshua Ruch is also the sole stockholder and principal executive officer of Atlas, which is the general partner of RMP, which is the general partner of RIP Q-2.

This statement relates to the shares of Common Stock held by Rho Ventures, Rho Affiliates, Joshua Ruch, Habib Kairouz, Mark Leschly, Martin Vogelbaum, Trust I, Drakensberg, RIP Q-2, RMP as well as various other accounts that are under the control of Mr. Ruch and which hold Shares of Common Stock of the Issuer. The Statement also assumes the exercise of warrants to purchase Common Stock in the Company held by Rho Ventures and Rho Affiliates.

Rho Ventures, Rho Affiliates, Drakensberg, RIP Q-2 and RMP were formed in order to engage in the business of acquiring, holding and disposing of investments in various companies and RMV, Rho Capital, Kariba and RMP manage these entities. General partners and managing members of these entities may from time to time acquire, hold or dispose of shares for investments purposes and engage in such other purposes as may be determined from time to time.

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(b) The business address of each of the foregoing Reporting Persons is 152 West 57th Street, 23rd Floor, New York, NY 10019.

(c) Joshua Ruch, Habib Kairouz, Mark Leschly and Martin Vogelbaum are employees of RCP. RCP’s principal business consists of investment management.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Joshua Ruch is a citizen of the Republic of South Africa. Habib Kairouz, is a citizen of Canada. Mark Leschly is a citizen of the Kingdom of Denmark. Martin Vogelbaum is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

On April 26, 2005, the Company, Rho Ventures, Rho Affiliates (Rho Ventures and Rho Affiliates may be referred to herein as the “Purchasers”) and certain other parties entered into a purchase agreement (the “2005 Purchase Agreement”) pursuant to which Rho Ventures and Rho Affiliates agreed to acquire from the Issuer 2,771,719 and 243,356 shares of Common Stock, respectively, at $3.98 per Share and warrants to purchase 970,101 and 85,175 shares of Common Stock, respectively, at an exercise price of $4.78 per Share (the “2005 Warrants”), which are exercisable until April 29, 2010. The closing for the transaction occurred on April 29, 2005. The source of funds for such purchases was the working capital of each of the respective purchasing entities.

On April 9, 2007, the Company, Rho Ventures, Rho Affiliates and certain other parties entered into a purchase agreement (the “2007 Purchase Agreement”) pursuant to which Rho Ventures and Rho Affiliates agreed to acquire from the Issuer 1,103,144 and 96,856 shares of Common Stock, respectively and warrants to purchase 827,358 and 72,642 shares of Common Stock, respectively, at an exercise price of $2.27 per Share (the “2007 Warrants,” and together with the shares of Common Stock, the “2007 Units”), at a price of $2.36375 per 2007 Unit. The 2007 Warrants are exercisable until April 18, 2012. The closing for the transaction occurred on April 18, 2007. The source of funds for such purchases was the working capital of each of the respective purchasing entities.

Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to beneficially own other Shares which they hold for their own account or thorough controlled entities as detailed herein and which were acquired for investment purposes and through a combination of open market purchases and private placements. The source of funds for such purchases was the working capital or personal funds of each of the respective purchasing entities or persons.

Martin Vogelbaum received an option grant from the Issuer for 30,000 Shares on April 20, 2007 in connection with his joining the Issuer’s Board of Directors.

Item 4. Purpose of Transaction

2005 Purchase Agreement & 2007 Purchase Agreement

Pursuant to each of the 2005 Purchase Agreement and the 2007 Purchase Agreement (including the related Registration Rights Agreement by and between the Company and the Purchasers dated April 9, 2007 (the “Registration Rights Agreement”)), the Company agreed to file with the Securities and Exchange Commission (the “SEC”), at its expense, a registration statement related to: (i) the Common Stock issued to the Purchasers and Common Stock issued to other purchasers also signatory to the 2005 Purchase Agreement and the 2007 Purchase Agreement (together, the “Purchase Agreements”), and (ii) the Common Stock issuable to the Purchasers upon the exercise of the warrants referred to in Item 3 above.

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The Purchase Agreements, together with the Registration Rights Agreement, include customary terms relating to the registration rights of the Purchasers and obligations of the Company, including without limitation, those related to registration expenses, indemnification, the payment of liquidated damages and other similar provisions.

The foregoing description of the 2005 Purchase Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the 2005 Purchase Agreement, a copy of which is incorporated by reference herein to Exhibit 10.1 to the Company’s Form 8-K as filed with the Securities and Exchange Commission on April 27, 2005.

The foregoing description of the 2007 Purchase Agreement and the Registration Rights Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the 2007 Purchase Agreement, a copy of which is incorporated by reference herein to Exhibit 10.2 and 4.1, respectively, to the Company’s Form 8-K as filed with the Securities and Exchange Commission on April 13, 2007.

2005 Warrants & 2007 Warrants

The Common Stock underlying the 2005 Warrants and 2007 Warrants may be purchased at a price per share equal to $4.78 and $2.27, respectively (the “applicable Exercise Price”). The applicable Exercise Price and the number of shares issuable upon exercise of the 2005 Warrants and 2007 Warrants will be subject to adjustment upon the occurrence of certain events pursuant to their respective provisions.

Additional Disclosure

The Shares reported herein were acquired solely for investment purposes. The Reporting Persons do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons will continue to evaluate the business and prospects of the Issuer, and their present and future interest in, and intentions with respect to, the Issuer, and in connection therewith expect from time to time to consult with management and other stockholders of the Issuer.

Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

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(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a)-(b)

Rho Ventures may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the 5,672,322 Shares of Common Stock held by Rho Ventures (assuming exercise of warrants held for the account of Rho Ventures). Rho Ventures disclaims beneficial ownership of the Shares held by Rho Ventures except to the extent of its pecuniary interest therein.

Rho Affiliates may be deemed to have the sole power to direct the voting and disposition of the 498,029 Shares of Common Stock held by Rho Affiliates (assuming exercise of warrants held for the account of Rho Affiliates). Rho Affiliates disclaims beneficial ownership of the Shares held by Rho Affiliates except to the extent of its pecuniary interest therein.

Based on calculations made in accordance with Rule 13d-3(d), as of the date hereof and after giving effect to the exercise of immediately exercisable warrants, Rho Ventures may be deemed to beneficially own 9.81% of the Company’s Common Stock outstanding. Rho Affiliates may be deemed to beneficially own 0.88% of the Company’s Common Stock outstanding.

RMV, as the general partner of Rho Ventures and Rho Affiliates, and Rho Capital, as the general partner of RMV and the managing member of Rho Affiliates, may be deemed to have sole power to direct the voting and disposition of the 6,170,351 Shares of Common Stock beneficially owned by Rho Ventures and Rho Affiliates (assuming exercise of warrants held for the account of Rho Ventures and Rho Affiliates). Each of RMV and Rho Capital may therefore be deemed to beneficially own 10.65% of the Company’s Common Stock outstanding. Each of RMV and Rho Capital disclaims beneficial ownership of the Shares held by Rho Ventures and Rho Affiliates except to the extent of its pecuniary interest therein.

Trust I, and RCP as the investment advisor to Trust I, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the 115,316 Shares of Common Stock held by Trust I. Each of Trust I and RCP may therefore be deemed to beneficially own 0.21% of the Company’s Common Stock outstanding. Each of Trust I and RCP disclaims beneficial ownership of the Shares held by Trust I except to the extent of its pecuniary interest therein.

Drakensberg, and Kariba as the managing member of Drakensberg, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the 27,575 Shares of Common Stock held by Drakensberg. Each of Drakensberg and Kariba may therefore be deemed to beneficially own 0.05% of the Company’s Common Stock outstanding. Each of Drakensberg and Kariba disclaims beneficial ownership of the Shares held by Drakensberg except to the extent of its pecuniary interest therein.

RIP Q-2 may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the 19,022 Shares of Common Stock held by RIP Q-2. RIP Q-2 may therefore be deemed to beneficially own 0.03% of the Company’s Common Stock outstanding. RIP Q-2 disclaims beneficial ownership of the Shares held by RIP Q-2 except to the extent of its pecuniary interest therein.

RMP both individually and as the general partner of RIP Q-2, and Atlas as the general partner of RMP, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to have sole power to direct the voting and disposition of the (i) 8,005 Shares of Common Stock held by RMP and (ii) 19,022 Shares of Common Stock held by RIP Q-2. Each of RMP and Atlas may therefore be deemed to beneficially own 0.05% of the Company’s Common Stock outstanding. Each of RMP and Atlas disclaims beneficial ownership of the Shares held by it except to the extent of its pecuniary interest therein.

Joshua Ruch may be deemed to be the beneficial owner, and have sole powers of voting and disposition, over 607,374 Shares which includes (i) 39,051 Shares of Common Stock held by him, (ii) the 19,022 shares held by RIP

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Q-2, as Mr. Ruch is the sole stockholder of Atlas, which is the general partner of RMP, which is the general partner of RIP Q-2, (iii) the 8,005 Shares held by RMP, as Mr. Ruch is the sole stockholder of Atlas, its general partner, (iv) 25,000 Shares held by certain of his family members and in a trust for certain of his family members and (v) 488,721 held in accounts managed by Mr. Ruch in which he has no pecuniary interest. In addition, Mr. Ruch may be deemed to be the beneficial owner, and have shared powers of voting and disposition, over 6,285,667 Shares which includes (i) the 6,170,351 Shares deemed beneficially owned by Rho Capital, as Mr. Ruch is a managing member of Rho Capital and (ii) the 115,316 Shares deemed beneficially owned by RCP, as Mr. Ruch is a managing partner of RCP. By including all such Shares of Common Stock, Mr. Ruch, may be deemed to beneficially own 6,893,041 Shares, or 11.89% of the Issuer’s outstanding Shares. Mr. Ruch disclaims beneficial ownership of the Shares described above except to the extent of his pecuniary interest therein.

Habib Kairouz may be deemed to be the beneficial owner, and have sole powers of voting and disposition, over 1,717 Shares held by him. In addition, Mr. Kairouz may be deemed to be the beneficial owner, and have shared powers of voting and disposition, over 6,285,667 Shares which includes (i) the 6,170,351 Shares deemed beneficially owned by Rho Capital, as Mr. Kairouz is a managing member of Rho Capital and (ii) the 115,316 Shares deemed beneficially owned by RCP, as Mr. Kairouz is a managing partner of RCP. By including all such Shares of Common Stock, Mr. Kairouz may be deemed to beneficially own 6,287,384 Shares, or 10.85% of the Issuer’s outstanding Shares. Mr. Kairouz disclaims beneficial ownership of the Shares described above except to the extent of his pecuniary interest therein.

Mark Leschly may be deemed to be the beneficial owner, and have sole powers of voting and disposition, over 1,717 Shares held by him. In addition, Mr. Leschly may be deemed to be the beneficial owner, and have shared powers of voting and disposition, over 6,285,667 Shares which includes (i) the 6,170,351 Shares deemed beneficially owned by Rho Capital, as Mr. Leschly is a managing member of Rho Capital and (ii) the 115,316 Shares deemed beneficially owned by RCP, as Mr. Leschly is a managing partner of RCP. By including all such Shares of Common Stock, Mr. Leschly may be deemed to beneficially own 6,287,384 Shares, or 10.85% of the Issuer’s outstanding Shares. Mr. Leschly disclaims beneficial ownership of the Shares described above except to the extent of his pecuniary interest therein.

Martin Vogelbaum may be deemed to be the beneficial owner, and have sole powers of voting and disposition, over 50,000 Shares that will be issuable to him upon conversion of stock options held by him. Such stock options are subject to vesting monthly over a three year period commencing May 20, 2007 and none of such stock options are exerciseable today. In addition, Mr. Vogelbaum may be deemed to be the beneficial owner, and have shared powers of voting and disposition, over the 6,170,351 Shares deemed beneficially owned by RMV, as Mr. Vogelbaum is a member of RMV. By including all such Shares of Common Stock, Mr. Vogelbaum may be deemed to beneficially own 6,220,351 Shares, or 10.72% of the Issuer’s outstanding Shares. Mr. Vogelbaum disclaims beneficial ownership of the Shares described above except to the extent of his pecuniary interest therein.

The calculation of the foregoing percentages and all other percentages under this Amendment No.1 (unless specified otherwise) is on the basis of 56,007,157 shares of Common Stock outstanding, as reported by the Issuer on Form 10-Q filed on May 14, 2008, such number being adjusted, as applicable, to account for Shares issuable under currently exercisable options or warrants.

(c) On April 9, 2007, the Company, Rho Ventures, Rho Affiliates and certain other parties entered into the 2007 Purchase Agreement pursuant to which Rho Ventures and Rho Affiliates agreed to acquire from the Issuer 1,103,144 and 96,856 shares of Common Stock, respectively, and 2007 Warrants at a price of $2.36375 per 2007 Unit. The 2007 Warrants are exercisable until April 12, 2012. The closing for the transaction occurred on April 18, 2007 in New York, NY.

Martin Vogelbaum received option grants from the Issuer totaling 50,000 Shares from April 20, 2007 until the date hereof in connection with his serving the Issuer’s Board of Directors.

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(d) No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the Shares of the Company’s Common Stock covered hereby.

(e) Not Applicable.

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On July 1, 2008, the Company agreed to sell 30,300,000 shares of its Common Stock to Equity Group Investments, L.L.C. or an affiliate thereof (the “Investor”), for a total purchase price equal to $100 million (the “Private Placement”). In connection with the Private Placement, on July, 2008, each of Rho Ventures, Rho Affiliates and Trust I (“Rho Entities”) entered into a voting agreement with the Company, EGI-MBRK, L.L.C., an affiliate of Equity Group Investments, L.L.C., and certain of the Company’s other stockholders (the “Voting Agreement”), whereby each of the Rho Entities have agreed, among other things, to:

(a) vote (i) in favor of the Private Placement, (ii) in favor of the adoption of an Amended and Restated Stock Option Plan (the “Amendment”), (iii) against any proposal made in opposition of the Private Placement or the Amendment, and (iv) against any action which may delay or discourage the Private Placement;

(b) vote in favor of two (2) designees of the Investor to the Company’s board of directors; and

(c) not sell, transfer or otherwise dispose of any securities of the Issuer for a period expiring as set forth in the Voting Agreement which will be no later than December 31, 2008.

In addition, the Rho Entities have delivered a proxy to the Investor in the form attached as Annex I to the Voting Agreement.

The foregoing descriptions of the Private Placement and the Voting Agreement are not, and do not purport to be, complete and are qualified in their entirety by reference to the applicable financing documents and the Voting Agreement.

Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits hereto:

1.^ Statement Appointing Designated Filer and Authorized Signer dated April 30, 2007.

2.* Purchase Agreement, dated April 26, 2005, by and among the Company and the Purchasers named therein, including the form of Warrant Agreement issued by the Company to Rho Ventures V, L.P. and Rho Ventures V Affiliates, L.L.C., attached thereto as Exhibit A.

3. † Securities Purchase Agreement, dated April 9, 2007, by and among the Company and the Purchasers named therein, including the form of Warrant Agreement issued by the Company to Rho Ventures V, L.P. and Rho Ventures V Affiliates, L.L.C., attached thereto as Exhibit B.

4. † Registration Rights Agreement, dated April 9, 2007, by and among the Company and the persons named therein.

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5. Voting Agreement, dated July 1, 2008, by and among EGI-MBRK, L.L.C., the Company and the parties identified on Schedule A thereto, including the form of Proxy issued by each of Rho Ventures V, L.P., Rho Ventures V Affiliates, L.L.C. and Rho Management Trust I, attached thereto as Annex I.

^	Incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on April 30, 2007.
*	Incorporated herein by reference from the Current Report filed on Form 8-K by MiddleBrook Pharmaceuticals, Inc. with the SEC on April 27, 2005.
†	Incorporated herein by reference from the Current Report filed on Form 8-K by MiddleBrook Pharmaceuticals, Inc. with the SEC on April 13, 2007.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 8, 2008	RHO VENTURES V, L.P.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer

Date: July 8, 2008	RMV V, L.L.C.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer

Date: July 8, 2008	RHO CAPITAL PARTNERS, LLC
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	RHO VENTURES V AFFILIATES, L.L.C.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin Authorized Signer
Date: July 8, 2008	RHO MANAGEMENT TRUST I
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin Authorized Signer
Date: July 8, 2008	RHO CAPITAL PARTNERS, INC.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	DRAKENSBERG, L.P.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	KARIBA LLC
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer

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Date: July 8, 2008	RHO INVESTMENT PARTNERS “Q-2” L.P.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	RHO MANAGEMENT PARTNERS L.P.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	ATLAS CAPITAL CORP.
	By:	/s/ Jeffrey I. Martin
		Jeffrey I. Martin
		Authorized Signer
Date: July 8, 2008	JOSHUA RUCH
	/s/ Jeffrey I. Martin
	Jeffrey I. Martin, Authorized Signer for Joshua Ruch
Date: July 8, 2008	HABIB KAIROUZ
	/s/ Jeffrey I. Martin
	Jeffrey I. Martin, Authorized Signer for Habib Kairouz
Date: July 8, 2008	MARK LESCHLY
	/s/ Jeffrey I. Martin
	Jeffrey I. Martin, Authorized Signer for Mark Leschly
Date: July 8, 2008	MARTIN VOGELBAUM
	/s/ Jeffrey I. Martin
	Jeffrey I. Martin, Authorized Signer for Martin Vogelbaum

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EXHIBIT INDEX

The following documents are filed as exhibits hereto:

1.^ Statement Appointing Designated Filer and Authorized Signer dated April 30, 2007.

2.* Purchase Agreement, dated April 26, 2005, by and among the Company and the Purchasers named therein, including the form of Warrant Agreement issued by the Company to Rho Ventures V, L.P. and Rho Ventures V Affiliates, L.L.C., attached thereto as Exhibit A.

3. † Securities Purchase Agreement, dated April 9, 2007, by and among the Company and the Purchasers named therein, including the form of Warrant Agreement issued by the Company to Rho Ventures V, L.P. and Rho Ventures V Affiliates, L.L.C., attached thereto as Exhibit B.

4. † Registration Rights Agreement, dated April 9, 2007, by and among the Company and the persons named therein.

5. Voting Agreement, dated July 1, 2008, by and among EGI-MBRK, L.L.C., the Company and the parties identified on Schedule A thereto, including the form of Proxy issued by each of Rho Ventures V, L.P., Rho Ventures V Affiliates, L.L.C. and Rho Management Trust I, attached thereto as Annex I.

^	Incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on April 30, 2007.
*	Incorporated herein by reference from the Current Report filed on Form 8-K by MiddleBrook Pharmaceuticals, Inc. with the SEC on April 27, 2005.
†	Incorporated herein by reference from the Current Report filed on Form 8-K by MiddleBrook Pharmaceuticals, Inc. with the SEC on April 13, 2007.

EX-99.5

Exhibit 99.5

VOTING AGREEMENT

          THIS VOTING AGREEMENT (this “Agreement”) is entered into as of July 1, 2008, by and among EGI-MBRK, L.L.C., a Delaware limited liability company (the “Investor”), MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the party identified on Schedule A hereto (“Stockholder”).

WITNESSETH:

          WHEREAS, concurrently with the execution of this Agreement, the Investor and the Company are entering into a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, that the Company will sell to the Investor (i) 30,303,030 shares of the authorized but unissued shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and (ii) a warrant to purchase an aggregate of 12,121,212 shares of Common Stock (the “Warrant”) (the “Transaction”); and

          WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as defined hereinafter) of the number of shares of Common Stock set forth across from Stockholder’s name on Schedule A hereto (the “Subject Shares”); and

          WHEREAS, as an inducement and a condition to entering into the Purchase Agreement, the Investor has required that Stockholder enter into this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

          Section 1. Definitions. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Purchase Agreement. For purposes of this Agreement, the following terms shall have the following respective meanings:

               (a) “Agreement” shall have the meaning ascribed to such term in the preamble hereof.

               (b) “Amendment” shall have the meaning ascribed to such term in Section 6(b) hereof.

               (c) “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person include securities Beneficially Owned by all other persons with whom such person

would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer.

               (d) “Common Stock” shall have the meaning ascribed to such term in the recitals hereof.

               (e) “Company” shall have the meaning ascribed to such term in the preamble hereof.

               (f) “Government Entity” means any supranational, national, state, municipal, local or foreign government or regulatory body, any instrumentality, subdivision, court, tribunal, administrative agency or commission or other governmental authority, board, legislature or department, including any state attorney general.

               (g) “Investor” shall have the meaning ascribed to such term in the preamble hereof.

               (h) “Investor Designees” shall have the meaning ascribed to such term in Section 10 hereof.

               (i) “Law” means any rule, regulation, statute, ordinance or code or charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal, promulgated by any Government Entity, including any common law, state and federal law, securities law and law of any foreign jurisdictions.

               (j) “Proxy” shall have the meaning ascribed to such term in Section 7 hereof.

               (k) “Purchase Agreement” shall have the meaning ascribed to such term in the recitals hereof.

               (l) “Securities” means the Subject Shares together with any shares of Common Stock or other securities of the Company Beneficially Owned by Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

               (m) “Stockholder” shall have the meaning ascribed to such term in the preamble hereof.

               (n) “Subject Shares” shall have the meaning ascribed to such term in the recitals hereof.

               (o) “Transaction” shall have the meaning ascribed to such term in the recitals hereof.

               (p) “Warrant” shall have the meaning ascribed to such term in the recitals hereof.

          Section 2. Representations and Warranties of Stockholder. Stockholder represents and warrants to the Investor as follows:

               (a) Ownership of Shares. As of the date hereof and at all times prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms, Stockholder is and will be the Beneficial Owner of the Subject Shares. As of the date hereof, Stockholder does not beneficially own any other securities of the Company.

               (b) Authority; Binding Agreement. Stockholder has all requisite power and authority, corporate or otherwise, to enter into this Agreement and to perform all of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.

               (c) No Filings; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not (i) result in any violation of the organizational documents applicable to Stockholder, (ii) conflict with, result in the breach or violation of, or constitute a breach or violation of any of the terms and provisions of, or constitute a default under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession or other instrument or obligation to which Stockholder is a party or by which Stockholder or any of its properties or assets is bound or affected or (iii) conflict with or violate any Law applicable to Stockholder or any of Stockholder’s properties or assets.

               (d) No Encumbrance. The Subject Shares are now and, at all times prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms, and the Securities Beneficially Owned by Stockholder will be, held by Stockholder free and clear of any proxy, voting restriction or other Lien.

          Section 3. Representations And Warranties of the Investor. The Investor hereby represents and warrants to Stockholder as follows:

               (a) Authority; Binding Agreement. The Investor has all requisite limited liability company power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly and validly executed and

delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles.

               (b) No Conflicts. Except as contemplated by the Purchase Agreement or Registration Rights Agreement, no filing with, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby, and none of the execution, delivery or performance of this Agreement by the Investor or the consummation of the transactions contemplated hereby shall conflict with or result in any violation of or default by the Purchaser (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under (i) any provision of the organizational documents of the Purchaser, (ii) any material agreement or instrument, permit, franchise, or license or (iii) any Law applicable to the Purchaser or its respective properties or assets except, in the case of the foregoing clauses (ii) and (iii), such conflicts, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

          Section 4. Disclosure. Stockholder hereby agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents and schedules filed with the SEC), and in any press release or other disclosure document which the Investor and the Company determine to be necessary or desirable in connection with the Transaction, Stockholder’s identity and ownership of the Subject Shares and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement.

          Section 5. Transfer And Other Restrictions. Prior to the earlier of the termination of this Agreement in accordance with its terms or the Closing, Stockholder agrees not to, directly or indirectly:

               (a) offer for sale, sell, transfer, tender, gift, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, gift, tender, pledge, encumbrance, assignment or other disposition of any or all of the Securities or any interest therein;

               (b) grant any proxy, power of attorney, consent or other authorization, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or

               (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or preventing, limiting or impeding Stockholder from performing its obligations under this Agreement.

          Section 6. Voting of the Securities in Favor of the Transaction. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the

first to occur of (i) the Closing or (ii) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, Stockholder will appear at the meeting or otherwise cause the Securities Beneficially Owned by Stockholder to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities:

               (a) in favor of the Transaction, including the issuance of the Shares and the Warrant as contemplated by the Purchase Agreement and any actions required in furtherance thereof and hereof;

               (b) in favor of the adoption of the amendment to the Amended and Restated Advancis Pharmaceutical Corporation Stock Incentive Plan as contemplated by the Purchase Agreement (the “Amendment”);

               (c) against approval of any proposal made in opposition to or in competition with the consummation of the Transaction or the adoption of the Amendment, including, without limitation, any Alternative Proposal; and

               (d) against any other action that is intended to, or could impede, interfere with, delay, postpone, discourage or adversely affect, the Transaction or the adoption of the Amendment.

          Stockholder may not enter into any agreement, arrangement or understanding with any person or take any other action the effect of which would be inconsistent with or violative of any provision contained in this Section 6.

          Section 7. Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to the Investor the Proxy in the form attached hereto as Annex I (the “Proxy”). Stockholder represents that any proxies heretofore given in respect of the Securities, if any, are revocable and revokes any such proxies.

          Section 8. Stop Transfer; Legending of Shares.

               (a) Stockholder agrees with, and covenants to, the Investor that Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities.

               (b) In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of share or the like other than pursuant to the Transaction, the term “Subject Shares” will be deemed to refer to and include the shares of Common Stock listed on Schedule A hereto as well as all such dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments shall be made to the terms and provisions of this Agreement.

               (c) If so requested by the Investor, Stockholder hereby agrees the Company’s transfer books shall reflect that the Securities are subject to this Agreement and to a proxy.

          Section 9. Alternative Proposals; Non-Solicitation. Stockholder covenants and agrees that between the date hereof and the Closing, it shall not, directly or indirectly, (a) initiate or solicit or knowingly facilitate or encourage any inquiry or the making of any proposal that constitutes an Alternative Proposal, (b) enter into any letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to any Alternative Proposal, (c) continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that (i) constitutes any Alternative Proposal or (ii) requires the Company to abandon, terminate or fail to consummate the transactions contemplated by the Purchase Agreement or (d) submit to the stockholders of the Company for their approval or adoption any Alternative Proposal or any amendment to the Certificate of Incorporation or Bylaws, or agree or publicly announce an intention to take any of the foregoing actions. Stockholder shall immediately cease participating in any discussions or negotiations with any parties that may be ongoing with respect to an Alternative Proposal.

          Section 10. Voting of the Securities in Favor of Investor Designees. Stockholder hereby agrees that, for so long as the Investor has the right under Section 8.8 of the Purchase Agreement to designate two directors to the Company Board (such designees, the “Investor Designees”), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, Stockholder will appear at the meeting or otherwise cause the Securities Beneficially Owned by Stockholder to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such Securities:

               (a) in favor of the Investor Designees; and

               (b) against approval of any proposal or other action made in opposition to, in competition with or intended to, or which could impede, interfere with, delay, postpone, discourage or adversely affect, the election of the Investor Designees or the Investor’s rights under Section 8.8 of the Purchase Agreement.

          Stockholder may not enter into any agreement, arrangement or understanding with any person or take any other action the effect of which would be inconsistent with or violative of any provision contained in this Section 10.

          Section 11. Public Announcement. Without the prior written consent of the Investor, between the date hereof and the earlier of the termination of this Agreement in accordance with its terms and the Closing, Stockholder shall not make any public announcement relating to this Agreement, the Purchase Agreement, the Transaction or the Amendment.

          Section 12. Termination. This Agreement shall automatically terminate on the earliest of (a) termination of the Purchase Agreement pursuant to its terms, (b) the agreement of the parties hereto to terminate this Agreement, or (c) December 31, 2008; provided, however, that termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against the other party hereto for such party’s breach of any of the terms of the Agreement. Notwithstanding the foregoing, Section 13 of this Agreement shall survive the termination of this Agreement. The representations and warranties made herein shall not survive the termination of this Agreement.

          Section 13. Miscellaneous.

               (a) Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (i) are not intended to confer upon any other person any rights or remedies hereunder.

               (b) Successors and Assigns. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

               (c) Amendment and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified or terminated except upon the execution and delivery of a written agreement executed by the parties hereto.

               (d) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

(i)	if to the Investor:
	c/o Equity Group Investments, L.L.C.
	Two North Riverside Plaza
	Chicago, IL 60606
	Attention: General Counsel and William Pate
	Facsimile: (312) 454-0335
	with a copy to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	333 West Wacker Drive
	Chicago, Illinois 60606
	Attention: Peter C. Krupp
	Susan S. Hassan
	Facsimile: (312) 407-0411
(ii)	if to Stockholder, to the address set forth opposite Stockholder’s name on Schedule A hereto.
(iii)	if to the Company:
	MiddleBrook Pharmaceuticals, Inc.
	20425 Seneca Meadows Parkway
	Germantown, Maryland 20876
	Attn.: Edward M. Rudnic, Ph.D.
	President and Chief Executive Officer
	Fax: 301-944-6700
	with a copy to (which shall not constitute notice):
	Dewey & LeBoeuf LLP
	1301 Avenue of the Americas
	New York, New York 10019
	Attention: Frederick W. Kanner, Esq.
	Fax: 212-259-6333

               (e) Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

               (f) Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having

jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

               (g) No Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available.

               (h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

          (i) This Agreement shall be governed by and construed in accordance with the internal and substantive laws of the State of Delaware, without regard to any conflicts of laws concepts which would apply the substantive law of some other jurisdiction.

          (ii) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware and the Federal courts of the United States of America located in the State of Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement 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 Agreement. Each of the parties hereto 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. Each party hereto 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 PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

               (i) Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

               (j) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

               (k) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart.

               (l) Further Actions. Stockholder agrees that it will do all things reasonably necessary or desirable as requested by the Investor (at the Investor’s cost and expense) to effectuate this Agreement, including without limitation, executing such other proxies with respect to any Securities as the Investor may request.

               (m) Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

[Signature page follows.]

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

EGI-MBRK, L.L.C.
By:	/s/ Philip G. Tinkler
	Name:	Philip G. Tinkler
	Title:	Vice President

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

STOCKHOLDER

RHO VENTURES V, L.P.
By: RMV V, L.L.C. Its General Partner
By: Rho Capital Partners LLC, Its Managing Member

By: /s/ Jeffrey I. Martin
Name: Jeffrey I. Martin
Title: Attorney-in-Fact

Common Stock Beneficially Owned:
3,874,863

STOCKHOLDER

RHO VENTURES V AFFILIATES, L.L.C.
By: RMV V, L.L.C. Its General Partner
By: Rho Capital Partners LLC, Its Managing Member

By: /s/ Jeffrey I. Martin
Name: Jeffrey I. Martin
Title: Attorney-in-Fact

Common Stock Beneficially Owned:
340,212

STOCKHOLDER

RHO MANAGEMENT TRUST I
By: Rho Capital Partners Inc., As Investment Advisor

By: /s/ Jeffrey I. Martin
Name: Jeffrey I. Martin
Title: Attorney-in-Fact

Common Stock Beneficially Owned:
115,316

ANNEX I

PROXY

     The undersigned Stockholder of MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby appoints the Investor and its designees, and each of them individually, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to the full extent of the undersigned’s right, with respect to the shares of the Company beneficially owned by the undersigned, which number of shares are listed on this Proxy (the “Shares”), and any and all shares or other securities of the Company acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise (the “Securities”), until the termination of the Voting Agreement dated as of the date hereof (the “Voting Agreement”) among EGI-MBRK, L.L.C. (the “Investor”), the Company and the undersigned Stockholder pursuant to its terms. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Voting Agreement. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all Securities are hereby revoked and no subsequent proxies will be given.

     This proxy is coupled with an interest, is granted pursuant to the Voting Agreement and is granted in consideration of the Investor entering into the Purchase Agreement. The attorneys and proxies named above are empowered to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at any time prior to termination of the Voting Agreement at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting:

          (A) in favor of the Transaction, including the issuance of the Shares and the Warrant as contemplated by the Purchase Agreement and any actions required in furtherance thereof and hereof;

          (B) in favor of adoption of the Amendment;

          (C) against approval of any proposal made in opposition to or in competition with the consummation of the Transaction or adoption of the Amendment, including, without limitation, any Alternative Proposal; and

          (D) against any other action that is intended to, or could impede, interfere with, delay, postpone, discourage or adversely affect, the Transaction or adoption of the Amendment.

     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

Dated: July 1, 2008	Signature of Stockholder:
	RHO VENTURES V, L.P.
	By: RMV V, L.L.C. Its General Partner
	By: Rho Capital Partners LLC, Its Managing Member
	/s/ Habib Kairouz Name: Habib Kairouz
	Title Managing Member
	Print Name of Stockholder:
	Rho Ventures V, L.P.

Shares beneficially owned

Common Stock: 3,874,863

     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

Dated: July 1, 2008	Signature of Stockholder:
	RHO VENTURES V AFFILIATES, L.L.C.
	By: RMV V, L.L.C. Its General Partner
	By: Rho Capital Partners LLC, Its Managing Member
	/s/ Habib Kairouz Name: Habib Kairouz
	Title: Managing Member
	Print Name of Stockholder:
	Rho Ventures V Affiliates, L.L.C.

Shares beneficially owned

Common Stock: 340,212

     Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

Dated: July 1, 2008	Signature of Stockholder:
	RHO MANAGEMENT TRUST I
	By: Rho Capital Partners Inc., As Investment Advisor
	/s/ Habib Kairouz Name: Habib Kairouz
	Title: Managing Member
	Print Name of Stockholder:
	Rho Management Trust I

Shares beneficially owned

Common Stock: 115,316

The Company, by action of its board of directors, hereby (i) acknowledges receipt of the Proxy and (ii) confirms that the Proxy has been appropriately filed with the Company.

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