UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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BioSante Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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111 Barclay Boulevard
Lincolnshire, Illinois 60069

April 29, 2010

Dear Fellow Stockholder:

We are pleased to invite you to join us for the BioSante Pharmaceuticals, Inc. Annual Meeting of Stockholders to be held on Friday, June 11, 2010, at 9:00 a.m., local time, at our corporate office located at 111 Barclay Boulevard, Lincolnshire, Illinois 60069. Details about the meeting, nominees for election to the Board of Directors and other matters to be acted on at the meeting are presented in the Notice of Annual Meeting of Stockholders and proxy statement that follow.

It is important that your shares be represented at the meeting, regardless of the number of shares you hold and whether you plan to attend the meeting in person. Accordingly, please exercise your right to vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card, or by using Internet or telephone voting as described in the proxy statement.

We are pleased again this year to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our meeting.

On behalf of BioSante’s Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Sincerely,

/s/ Stephen M. Simes

Stephen M. Simes
Vice Chairman, President and Chief Executive Officer

Your vote is important. Please exercise your right to vote as soon as possible by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card, or by using Internet or telephone voting as described in the proxy statement. By doing so, you may save us the expense of additional solicitation.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2010

To the Stockholders of BioSante Pharmaceuticals, Inc.:

The Annual Meeting of Stockholders of BioSante Pharmaceuticals, Inc., a Delaware corporation, will be held on Friday, June 11, 2010, at 9:00 a.m., local time, at our corporate office located at 111 Barclay Boulevard, Lincolnshire, Illinois 60069, for the following purposes:

1.

To elect eight persons to serve as directors until our next annual meeting of stockholders or until their respective successors are elected and qualified.

2.

To consider a proposal to approve the BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan.

3.

To consider a proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2010.

4.

To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Only stockholders of record at the close of business on April 15, 2010 will be entitled to notice of, and to vote at, the meeting and any adjournments thereof. A stockholder list will be available at BioSante’s corporate office beginning June 1, 2010 during normal business hours for examination by any stockholder registered on BioSante’s stock ledger as of the record date for any purpose germane to the annual meeting.

By Order of the Board of Directors,

/s/ Phillip B. Donenberg

Phillip B. Donenberg
Chief Financial Officer, Treasurer and Secretary

April 29, 2010
Lincolnshire, Illinois

		Page
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
Date, Time, Place and Purposes of Meeting			1
Who Can Vote			2
How You Can Vote			2
How Does the Board of Directors Recommend that You Vote			3
How You May Revoke or Change Your Vote			3
Quorum Requirement			3
Vote Required			4
STOCK OWNERSHIP			5
Significant Stockholders			5
Directors and Executive Officers			7
Section 16(a) Beneficial Ownership Reporting Compliance			9
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			10
Number of Directors			10
Nominees for Director			10
Board Designation Rights			10
Vote Required			10
Board Recommendation			11
Information About Board Nominees			11
Additional Information About Board Nominees			12
CORPORATE GOVERNANCE			15
Corporate Governance Guidelines			15
Director Independence			15
Board Leadership Structure			16
Board Meetings and Attendance; Executive Sessions			16
Board Committees			16
Audit and Finance Committee			17
Audit and Finance Committee Report			18
Compensation Committee			19
Nominating and Corporate Governance Committee			21
Scientific Review Committee			22
Director Nominations Process			22
Board Oversight of Risk			24
Code of Conduct and Ethics			25
Policy Regarding Director Attendance at Annual Meetings of Stockholders			25
Complaint Procedures			25
Process Regarding Stockholder Communications with Board of Directors			26

		Page
DIRECTOR COMPENSATION			27
Summary of Cash and Other Compensation			27
Overview of Director Compensation Program			28
Cash Compensation			29
Stock Options			29
Indemnification Agreements			30
EXECUTIVE COMPENSATION			31
Summary of Cash and Other Compensation			31
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year End			38
Options Exercised and Stock Vested During Fiscal Year			39
Potential Payments Upon Termination or Change in Control			39
RELATED PERSON RELATIONSHIPS AND TRANSACTIONS			44
Merger with Cell Genesys, Inc.			44
Director and Executive Officer Compensation			45
Policies and Procedures Regarding Related Party Transactions			45
PROPOSAL NO. 2 — APPROVAL OF BIOSANTE PHARMACEUTICALS, INC. AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN			48
Introduction			48
Reasons Why You Should Vote in Favor of the Approval of the Amended and Restated 2008 Plan			48
Summary of Sound Governance Features of the Amended and Restated 2008 Plan			49
Comparison of Amended and Restated 2008 Plan to Current 2008 Plan			52
Purpose of the Amended and Restated 2008 Plan			52
Summary of the Amended and Restated 2008 Plan			52
Federal Income Tax Consequences			60
Incentive Awards Granted Under the Amended and Restated 2008 Plan			62
Securities Authorized for Issuance Under Equity Compensation Plans			63
Board of Directors Recommendation			63
PROPOSAL NO. 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
Selection of Independent Registered Public Accounting Firm			64
Audit, Audit-Related, Tax and Other Fees			64
Pre-Approval Policies and Procedures			65
Board Recommendation			65
OTHER MATTERS			66
Stockholder Proposals for 2011 Annual Meeting			66
Director Nominations for 2011 Annual Meeting			66
Copies of 2009 Annual Report			67
Householding of Annual Meeting Materials			67
Proxy Solicitation Costs			67
Other Business			67

111 Barclay Boulevard
Lincolnshire, Illinois 60069

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS

June 11, 2010

The Board of Directors of BioSante Pharmaceuticals, Inc. is soliciting your proxy for use at the 2010 Annual Meeting of Stockholders to be held on Friday, June 11, 2010. The Board of Directors expects to make available to our stockholders beginning on or about April 29, 2010 the Notice of Annual Meeting of Stockholders, this proxy statement and a form of proxy on the Internet, or send these materials to stockholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

Our proxy statement and annual report to stockholders, which includes our annual report on Form 10-K, are available at www.proxyvote.com/BioSante. Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to certain of our stockholders of record and beneficial owners (excluding those stockholders of record and beneficial owners who previously have requested that they receive electronic or paper copies of our proxy materials). All stockholders have the ability to access our proxy materials on the website referred to in the Notice Regarding the Availability of Proxy Materials or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or to request a printed copy may be found in the Notice Regarding the Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. We believe that this process should expedite your receipt of our proxy materials, lower the costs of our Annual Meeting and reduce the environmental impact of our meeting.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Date, Time, Place and Purposes of Meeting

The Annual Meeting of Stockholders of BioSante Pharmaceuticals, Inc. will be held on Friday, June 11, 2010, at 9:00 a.m., local time, at our corporate office located at 111 Barclay Boulevard, Lincolnshire, Illinois 60069 for the purposes set forth in the Notice of Annual Meeting of Stockholders.

Who Can Vote

Stockholders of record at the close of business on April 15, 2010 will be entitled to notice of and to vote at the meeting or any adjournment of the Annual Meeting. As of that date, there were 63,667,194 shares of our common stock and 391,286 shares of our class C special stock outstanding. Each share of our common stock and class C special stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Stockholders are not entitled to cumulate voting rights.

How You Can Vote

Your vote is important. Whether you hold shares directly as a stockholder of record or beneficially in “street name” (through a broker, bank or other nominee), you may vote your shares without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your stockbroker or nominee.

If you are a stockholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods:

•

Vote by Internet, by going to the web address http://www.proxyvote.com and following the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.

•

Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.

•

Vote by Proxy Card, by completing, signing, dating and mailing the enclosed proxy card in the envelope provided if you received a paper copy of these proxy materials. If you vote by Internet or telephone, please do not mail your proxy card.

If your shares are held in street name, you may receive a separate voting instruction form or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone.

The deadline for voting by telephone or by using the Internet is 11:59 p.m., Eastern Daylight Savings Time, on Thursday, June 10, 2010. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank, broker or other holder of record provided to you for more information on your options for voting.

If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, the named proxies will vote your shares as you direct. You have three choices on each matter to be voted on.

For the election of directors, you may:

•

Vote FOR all of the nominees for director,

•

WITHHOLD your vote from all of the nominees for director or

•

WITHHOLD your vote from one or more of the nominees for director.

For each of the other proposals, you may:

•

Vote FOR the proposal,

•

Vote AGAINST the proposal or

•

ABSTAIN from voting on the proposal.

If you send in your proxy card or use Internet or telephone voting, but do not specify how you want to vote your shares, the proxies will vote your shares FOR all of the nominees for director and FOR all of the other proposals set forth in the Notice of Annual Meeting of Stockholders.

How Does the Board of Directors Recommend that You Vote

The Board of Directors unanimously recommends that you vote FOR all of the nominees for director and FOR the approval of all of the other proposals set forth in the Notice of Annual Meeting of Stockholders.

How You May Revoke or Change Your Vote

If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted by one of the following methods:

•

Submitting another proper proxy with a more recent date than that of the proxy first given by following the Internet or telephone voting instructions or completing, signing, dating and returning a proxy card to us.

•

Sending written notice of revocation to our Corporate Secretary.

•

Attending the Annual Meeting and voting by ballot.

Quorum Requirement

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority (31,833,598 shares) of the outstanding shares of our common stock and a majority (195,644 shares) of the outstanding shares of our class C special stock as of the record date will constitute a quorum for the transaction of business at the Annual Meeting. In general, shares of our common stock and shares of our class C special stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Annual Meeting for purposes of determining a quorum. Shares represented by proxies marked “Abstain” or “Withheld” are counted in determining whether a quorum is present. In addition, a “broker non-vote” is counted in determining whether a quorum is present. A “broker non-vote” is a proxy returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received by the broker from the customer, and the broker does not have discretionary authority to vote on behalf of such customer on such matter.

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the election of the eight nominees for director requires the affirmative vote of a plurality of the shares of common stock and class C special stock, present in person or by proxy and entitled to vote, voting together as a single class.

The approval of each of the other proposals described in this proxy statement requires the affirmative vote of the holders of a majority of the shares of our common stock and class C special stock, present in person or by proxy and entitled to vote, voting together as a single class. In addition, under the Listing Rules of the NASDAQ Stock Market, the approval of the BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan (Proposal Two) requires the affirmative vote of a majority of the total votes cast on the proposal.

If your shares are held in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares on certain “routine” matters. The election of directors (Proposal One) and the approval of the BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan (Proposal Two) are not “routine” matters; whereas, the ratification of the selection of our independent registered public accounting firm (Proposal Three) is a “routine” matter. Accordingly, if you do not direct your broker how to vote for a director in Proposal One or how to vote for Proposal Two, your broker may not exercise discretion and may not vote your shares. For purposes for Proposal One and Proposal Two, broker non-votes are considered to be shares represented by proxy at the meeting but are not considered to be shares “entitled to vote” or “votes cast” at the meeting. As such, a broker non-vote will not be counted as a vote “For” or “Withheld” with respect to a director in Proposal One or a vote “For” or “Against” Proposal Two and, therefore, will have no effect on the outcome of the vote on any such proposal. Proxies marked “Abstain” will be counted in determining the total number of shares “entitled to vote” and “votes cast” on each of the proposals and will have the effect of a vote “Against” a proposal.

STOCK OWNERSHIP

Significant Stockholders

The following table sets forth information as to individuals and entities that have reported to the SEC or have advised us that they are a beneficial owner, as defined by the SEC’s rules and regulations, of more than five percent of our outstanding common stock.

		Shares Beneficially Owned
		Common Stock								Class C Special Stock
																		Common Stock				Percent of
																		and Common				Total
Name and Address of																		Stock				Voting
Beneficial Owner		Number				Percent				Number				Percent				Equivalents				Power(1)
Great Point Partners LLC			6,360,349	(2)			9.9	%			—				—				6,360,349				9.9	%
165 Mason Street, 3rd Floor, Greenwich, CT 06830
Tang Capital Partners, L.P.			3,845,968	(3)			5.7	%			—				—				3,845,968				5.7	%
4401 Eastgate Mall San Diego, CA 92121
Hans Michael Jebsen			425,000				*				100,000				25.6	%			525,000				*
c/o Jebsen 7 Co., Ltd. 28/F Caroline Center 28 Yun Ping Road Causeway Bay, Hong Kong China
Marcus Jebsen			125,000				*				50,000				12.8	%			175,000				*
c/o Jebsen 7 Co., Ltd. 28/F Caroline Center 28 Yun Ping Road Causeway Bay, Hong Kong China
Angela Ho			80,000				*				100,000				25.6	%			180,000				*
c/o Jet Asia Ltd. 39/F Shun Tak Center 200 Connaught Road Central Hong Kong, China

Directors and Executive Officers

The following table sets forth information known to us regarding the beneficial ownership of each class of our capital stock as of March 15, 2010 for:

•

each of our directors and nominees for directors;

•

each of the executive officers named in the Summary Compensation Table under the heading “Executive Compensation—Summary of Cash and Other Compensation” (we collectively refer to these persons as our “named executive officers”); and

•

all of our current directors and executive officers as a group.

The number of shares beneficially owned by a person includes shares subject to options held by that person that are currently exercisable or that become exercisable within 60 days of March 15, 2010. Percentage calculations assume, for each person and group, that all shares that may be acquired by such person or group pursuant to options currently exercisable or that become exercisable within 60 days of March 15, 2010 are outstanding for the purpose of computing the percentage of common stock owned by such person or group. However, such unissued shares of common stock described above are not deemed to be outstanding for calculating the percentage of common stock owned by any other person.

Except as otherwise indicated, the persons in the following table have sole voting and investment power with respect to all shares of capital stock shown as beneficially owned by them, subject to community property laws where applicable and subject to the information contained in the notes to the table. Unless otherwise indicated, the address for each of the individuals in the table below is c/o BioSante Pharmaceuticals, Inc., 111 Barclay Boulevard, Lincolnshire, IL 60069.

		Shares Beneficially Owned(1)(2)
																		Common Stock				Percent of
																		and Common				Total
Name and Address of		Common Stock								Class C Special Stock									Stock				Voting
Beneficial Owner		Number				Percent				Number				Percent				Equivalents				Power(3)
Louis W. Sullivan, M.D.			145,398				*				100,000				25.6	%			245,398				*
Stephen M. Simes			920,514	(4)			1.4	%			—				—				920,514				1.4	%
Fred Holubow			173,759				*				—				—				173,759				*
Peter Kjaer			146,925				*				—				—				146,925				*
Ross Mangano			2,352,916	(5)			3.7	%			—				—				2,352,916				3.7	%
Edward C. Rosenow, III, M.D.			130,040				*				—				—				130,040				*
John T. Potts, Jr., M.D.			5,581	(6)			*				—				—				5,581				*
Stephen A. Sherwin, M.D.			210,603	(7)			*				—				—				210,603				*
Phillip B. Donenberg			422,766				*				—				—				422,766				*
All directors and executive officers as a group (9 persons)			4,508,502	(8)			6.9	%			100,000				25.6	%			4,608,502				7.0	%

Name		Stock Options
Directors
Louis W. Sullivan, M.D.			117,500
Stephen M. Simes			723,247
Fred Holubow			112,500
Peter Kjaer			112,500
Ross Mangano			112,500
Edward C. Rosenow, III, M.D.			112,500
John T. Potts, Jr., M.D.			0
Stephen A. Sherwin, M.D.			118,359
Named Executive Officers
Stephen M. Simes			723,247
Phillip B. Donenberg			382,444
All directors and executive officers as a group (9 persons)			1,791,550

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and all persons who beneficially own more than 10 percent of the outstanding shares of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, executive officers and greater than 10 percent beneficial owners also are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based on review of the copies of such reports and amendments to such reports furnished to us with respect to the year ended December 31, 2009, and based on written representations by our directors and executive officers, all required Section 16 reports under the Securities Exchange Act of 1934, as amended, for our directors, executive officers and beneficial owners of greater than 10 percent of our common stock were filed on a timely basis during the year ended December 31, 2009.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Number of Directors

Our bylaws provide that the Board of Directors will consist of at least one member, or such other number as may be determined by the Board of Directors or our stockholders. The Board of Directors has fixed the number of directors at eight.

Nominees for Director

The Board of Directors has nominated the following eight individuals to serve as our directors until the next annual meeting of our stockholders or until their successors are elected and qualified. All of the nominees named below are current members of the Board of Directors.

•

Louis W. Sullivan, M.D.

•

Stephen M. Simes

•

Fred Holubow

•

Peter Kjaer

•

Ross Mangano

•

Edward C. Rosenow III, M.D.

•

John T. Potts, Jr., M.D.

•

Stephen A. Sherwin, M.D.

John T. Potts, Jr., M.D. and Stephen A. Sherwin, M.D. were elected to the Board of Directors upon completion of our merger with Cell Genesys, Inc. in October 2009.

Proxies can only be voted for the number of persons named as nominees in this proxy statement, which is eight.

Board Designation Rights

Under an amended and restated employment letter agreement we entered into with Mr. Simes in connection with his acceptance of our offer of employment as an executive officer of our company, Mr. Simes agreed to serve as a director of our company and we agreed to nominate him as a nominee for director and solicit proxies for his election so long as Mr. Simes is employed by us.

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the election of a nominee for director requires the affirmative vote of a plurality of the shares of common stock and class C special stock represented in person or by proxy at the Annual Meeting, voting together as a single class.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the election of all of the eight nominees named above.

If prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board of Directors. Alternatively, the proxies, at the discretion of the Board of Directors, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to serve.

Information About Board Nominees

The following table sets forth certain information that has been furnished to us by each director who has been nominated by the Board of Directors to serve as a director of our company.

										Director
Name of Nominee		Age				Principal Occupation				Since
Louis W. Sullivan, M.D.(1)(2)(3)(4)			76			President Emeritus of the Morehouse School of Medicine and Chairman of the Board of Directors of BioSante					1996
Stephen M. Simes			58			Vice Chairman, President and Chief Executive Officer of BioSante					1998
Fred Holubow (1)(3)(4)			71			Vice President of Pegasus Associates, an operating division of William Harris Investors					1999
Peter Kjaer(3)			49			President and Chief Executive Officer of Jet-Asia Ltd.					1999
Ross Mangano(1)(2)(3)			64			President of Oliver Estate, Inc.					1999
John T. Potts, Jr., M.D.(4)			78			Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School					2009
Edward C. Rosenow III, M.D. (2)(3)(4)			75			Master Fellow of the American College of Physicians and the American College of Chest Physicians					1997
Stephen A. Sherwin, M.D.(2)			61			Chairman of the Board and Co-Founder of Ceregene, Inc.					2009

Additional Information About Board Nominees

The following paragraphs provide information about each nominee for director, including all positions he holds, his principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he currently serves as a director or has served as a director during the past five years. We believe that all of our director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board of Directors and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee for director also sets forth specific experience, qualifications, attributes and skills that led the Board of Directors to the conclusion that he should serve as a director in light of our business and structure.

The Honorable Louis W. Sullivan, M.D. has been our Chairman of the Board since March 1998 and has been a director of our company since its formation. Dr. Sullivan served as Secretary of Health and Human Services in the cabinet of President George H.W. Bush from 1989 to 1993. Since retiring from the Bush Administration, Dr. Sullivan has been associated with the Morehouse School of Medicine in Atlanta, Georgia. Currently, he serves as President Emeritus and he previously served as President and Dean of the School from 1981 to 1985 and as President from 1985 to 1989 and from 1993 to 2002. Dr. Sullivan serves on the board of directors of Henry Schein Inc., United Therapeutics Corporation and Emergent BioSolutions Inc. Dr. Sullivan also serves as chairman of the National Health Museum in Atlanta, Georgia and as chairman of the Sullivan Alliance to Increase Diversity in the Health Profession. During the past five years, Dr. Sullivan has served on the boards of directors of Inhibitex, Inc., 3M Corp., Bristol-Myers Squibb Company, Cigna Corporation and Georgia Pacific Corp. We believe Dr. Sullivan’s qualifications to sit on the Board of Directors of our company include his significant experience serving on the boards of directors of several other publicly held companies.

Stephen M. Simes has served as our Vice Chairman, President and a director of our company since January 1998 and Chief Executive Officer since March 1998. From October 1994 to January 1997, Mr. Simes was President, Chief Executive Officer and a Director of Unimed Pharmaceuticals, Inc., (currently a wholly owned subsidiary of Abbott Laboratories) a company with a product focus on infectious diseases, AIDS, endocrinology and oncology. From 1989 to 1993, Mr. Simes was Chairman, President and Chief Executive Officer of Gynex Pharmaceuticals, Inc., a company which concentrated on the AIDS, endocrinology, urology and growth disorders markets. In 1993, Gynex was acquired by Savient Pharmaceuticals Inc. (formerly Bio-Technology General Corp.), and from 1993 to 1994, Mr. Simes served as Senior Vice President and director of Savient Pharmaceuticals Inc. Mr. Simes’s career in the pharmaceutical industry started in 1974 with G.D. Searle & Co. (now a part of Pfizer Inc.). Mr. Simes currently serves as our designee on the board of directors of Ceregene, Inc., a privately-held biotechnology company focused on the treatment of major neurodegenerative disorders using the delivery of nervous system growth factors. As a result of our merger with Cell Genesys, we acquired an investment equivalent to approximately 16 percent of the total equity of Ceregene, and by virtue of such ownership, we have the right to designate one member of Ceregene’s board of directors. We believe Mr. Simes’s qualifications to sit on the Board of Directors of our company include his depth of knowledge of our company and its day to day operations and the pharmaceutical industry due to his service as our chief executive officer and previous officer positions with other pharmaceutical companies.

Fred Holubow has been a director of our company since July 1999. Since January 2001, Mr. Holubow has been a Managing Director of William Harris Investors, Inc., a registered investment advisory firm. From August 1982 to January 2001, Mr. Holubow served as Vice President of Pegasus Associates, a registered investment advisory firm he co-founded. He specializes in analyzing and investing in pharmaceutical and biotechnology companies. Mr. Holubow currently serves on the boards of directors of Micrus Endovascular Corporation, and in the past has served on the boards of ThermoRetec Corporation, Savient Pharmaceuticals, Inc. (formerly Bio-Technology General Corp.), Gynex Pharmaceuticals, Inc. and Unimed Pharmaceuticals, Inc. We believe Mr. Holubow’s qualifications to sit on the Board of Directors of our company include his significant experience analyzing and investing in pharmaceutical and biotechnology companies.

Peter Kjaer has been a director of our company since July 1999. Mr. Kjaer has been President and Chief Executive Officer of Jet-Asia Ltd., a Hong Kong-based aircraft and management company, since April 1996. We believe Mr. Kjaer’s qualifications to sit on the Board of Directors of our company include his general business experience and his strong personal relationships with several stockholders of our company.

Ross Mangano has been a director of our company since July 1999. Mr. Mangano has been the President and a director of Oliver Estate, Inc., a management company specializing in investments in public and private companies, since 1971. Mr. Mangano in the past has served on the boards of directors of Cerprobe Corporation, Tower Federal Savings & Loan, Cypress Communications, Inc. and Mego Financial Corp. We believe Mr. Mangano’s qualifications to sit on the Board of Directors of our company include his significant general business experience and his significant experience analyzing and investing in public and private companies.

John T. Potts, Jr., M.D. has been a director of our company since October 2009 when he was elected to our board of directors in connection with our merger with Cell Genesys, Inc. His career spans more than 40 years of service in science and medicine. Dr. Potts is currently the Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School. After medical training at the University of Pennsylvania, he did his internship and residency at Massachusetts General Hospital (MGH) from 1957 to 1959, then went to the National Institutes of Health (NIH) to work with Nobel laureate Christian Anfinsen in protein chemistry. Dr. Potts remained at the NIH from 1959 to 1968, when he returned to the MGH as chief of endocrinology. He served as chairman of the Department of Medicine and physician-in-chief from 1981 to 1996. In his role as director of research from 1995 to 2004, Dr. Potts was responsible for developing policies and strategies for preserving and strengthening the extensive scientific research effort at MGH, an endeavor which he continues to the present. The author or co-author of more than 500 scientific publications, he is a member of the National Academy of Sciences, the Institute of Medicine, and the American Academy of Arts and Sciences. Dr. Potts is a director of Zeltiq Aesthetics, a founder of Radius Health, Inc., and a member of the Scientific Advisory Boards of Radius Health, Inc., MPM Capital and HealthCare Ventures. During the past five years, Dr. Potts previously served on the boards of directors of Cell Genesys, Inc., Cell Taxys, and Juniper Medical Inc. We believe Dr. Pott’s qualifications to sit on the Board of Directors of our company include his prior experience as a director of Cell Genesys, Inc., his significant experience as a medical doctor and his interest in the industry in which our company participates.

Edward C. Rosenow, III, M.D. has been a director of our company since November 1997. Dr. Rosenow is a Master Fellow of the American College of Physicians as well as Master Fellow of the American College of Chest Physicians. Dr. Rosenow was the Arthur M. and Gladys D. Gray Professor of Medicine at the Mayo Clinic from 1988 until his retirement in 1996. Beginning with his residency in 1960, Dr. Rosenow has worked at the Mayo Clinic in many professional capacities including as a Consultant in Internal Medicine (Thoracic Diseases) from 1966 to 1996, an Assistant Professor, Associate Professor and Professor of Medicine at the Mayo Clinic Medical School, President of the Mayo Clinic Staff in 1986, and Chair of the Division of Pulmonary and Critical Care Medicine from 1987 to 1994. Dr. Rosenow also has served as a consultant to NASA, space station FREEDOM at the Johnson Space Center in Houston, Texas from 1989 to 1990 and as the President of the American College of Chest Physicians from 1989 to 1990. In 1998, he received the Mayo Distinguished Alumnus Award. In 2007, Dr. Rosenow was awarded a named professorship, the Edward C. Rosenow III, M.D. Professorship in the Art of Medicine at the Mayo Clinic School of Medicine, given by Bruce, Martha and Zylpha Clinton. We believe Dr. Rosenow’s qualifications to sit on the Board of Directors of our company include his significant prior experience as a medical doctor and his interest in the industry in which our company participates.

Stephen A. Sherwin, M.D. has been a director of our company since October 2009 when he was elected to our board of directors in connection with our merger with Cell Genesys, Inc. Dr. Sherwin is currently chairman of the board of directors of Ceregene, Inc., a company which he co-founded in 2001. Dr. Sherwin served as chief executive officer of Cell Genesys, Inc. from the beginning of company operations in March 1990 to October 2009. From 1983 to 1990, Dr. Sherwin held various positions at Genentech, Inc., most recently as vice president of clinical research. Prior to 1983, Dr. Sherwin was on the staff of the National Cancer Institute. Dr. Sherwin also was a co-founder of Abgenix, Inc, an antibody company, which was acquired by Amgen in 2006. He also is a director of Biogen Idec, Inc., Neurocrine Biosciences, Inc. and Rigel Pharmaceuticals, Inc. and also currently serves as chairman of the board of the Biotechnology Industry Organization. Dr. Sherwin holds a B.A. in biology from Yale University, an M.D. from Harvard Medical School and is board-certified in internal medicine and medical oncology. During the past five years, Dr. Sherwin previously served on the boards of directors of Cell Genesys, Inc., Neurocrine Biosciences, Inc. and Rigel Pharmaceuticals, Inc. We believe Dr. Sherwin’s qualifications to sit on the Board of Directors of our company include his significant prior experience as chief executive officer of Cell Genesys, Inc. and Dr. Sherwin’s service on multiple other boards of directors of biopharmaceutical companies.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines. A copy of these Corporate Governance Guidelines can be found on the Investors—Corporate Governance section of our corporate website at www.biosantepharma.com. Among the topics addressed in our Corporate Governance Guidelines are:

•

Board size, composition and qualifications;

•

Selection of directors;

•

Board leadership;

•

Board committees;

•

Board and committee meetings;

•

Executive sessions of outside directors;

•

Meeting attendance by directors and non-directors;

•

Appropriate information and access;

•

Ability to retain advisors;

•

Conflicts of interest;

•

Board interaction with corporate constituencies;

•

Change of principal occupation and board memberships;

•

Retirement and term limits;

•

Board compensation;

•

Stock ownership by directors and executive officers;

•

Loans to directors and executive officers;

•

CEO evaluation;

•

Board evaluation;

•

Director continuing education; and

•

Succession planning.

Director Independence

The Board of Directors has determined affirmatively that seven of our eight current directors — Louis W. Sullivan, M.D., Fred Holubow, Peter Kjaer, Ross Mangano, Edward C. Rosenow III, M.D., John T. Potts, Jr., M.D. and Stephen A. Sherwin, M.D. — are “independent directors” under the Listing Rules of the NASDAQ Stock Market. The Listing Rules of the NASDAQ Stock Market provide a non-exclusive list of persons who are not considered independent. For example, under these rules, a director who is, or during the past three years was, employed by the company or by any parent or subsidiary of the company, other than prior employment as an interim chairman or chief executive officer, would not be considered independent. No director qualifies as independent unless the Board of Directors affirmatively determines that the director does not have a material relationship with the listed company that would interfere with the exercise of independent judgment. In making an affirmative determination that a director is an “independent director,” the Board of Directors reviewed and discussed information provided by these individuals and by us with regard to each of their business and personal activities as they may relate to us and our management.

Board Leadership Structure

Under our Corporate Governance Guidelines, the office of Chairman of the Board and Chief Executive Officer may or may not be held by one person. The Board of Directors believes it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best under the circumstances. However, the Board of Directors strongly endorses the concept of an independent director being in a position of leadership for the rest of the outside directors. Under our Corporate Governance Guidelines, if at any time the Chief Executive Officer and Chairman of the Board positions are held by the same person, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, will elect an independent director as a lead independent director.

Louis W. Sullivan, M.D. currently serves as our non-executive Chairman of the Board. Stephen M. Simes currently serves as our Vice Chairman, President and Chief Executive Officer. Because the Chief Executive Officer and Chairman of the Board positions currently are not held by the same person, we do not have a lead independent director. We currently believe this leadership structure is in the best interests of our company and our stockholders and strikes the appropriate balance between the Chief Executive Officer’s responsibility for the strategic direction, day-to day-leadership and performance of our company and the Chairman’s responsibility to provide oversight of our company’s corporate governance and guidance to our chief executive officer and to set the agenda for and preside over meetings of the Board of Directors.

At each regular meeting of the Board of Directors, our independent directors meet in executive session with no company management present during a portion of the meeting.

Board Meetings and Attendance; Executive Sessions

The Board of Directors held 12 meetings during 2009. All of our directors, attended 75 percent or more of the aggregate meetings of the Board of Directors (held during the period for which they had been a director) and all committees on which they served during 2009 (during the period that they served). During 2009, at each regular Board meeting our independent directors met in executive session with no company management present.

Board Committees

The Board of Directors has four standing committees: Audit and Finance Committee, Compensation Committee, Nominating and Corporate Governance Committee and Scientific Review Committee. Each of these committees has the composition and responsibilities described below. The Board of Directors may from time to time establish other committees to facilitate the management of our company and may change the composition and the responsibilities of our existing committees. Each committee has a charter which can be found on the Investors—Corporate Governance—Board Committees section of our corporate website at www.biosantepharma.com.

The following table summarizes the current membership of each of our four board committees. Each of the members of the Audit and Finance Committee, Compensation Committee, Nominating and Corporate Governance Committee and Scientific Review Committee is an “independent director” under the Listing Rules of the NASDAQ Stock Market.

Nominating and

Director

Audit and Finance

Compensation

Corporate Governance

Scientific Review

Louis W. Sullivan, M.D.

ü

Chair

Chair

Chair

Stephen M. Simes

—

—

—

—

Fred Holubow

Chair

—

ü

ü

Peter Kjaer

—

—

ü

—

Ross Mangano

ü

ü

ü

—

John T. Potts, Jr., M.D.

—

—

—

ü

Edward C. Rosenow III, M.D.

—

ü

ü

ü

Stephen A. Sherwin, M.D.

—

ü

—

—

Audit and Finance Committee

Responsibilities. The primary responsibilities of the Audit and Finance Committee include:

•

overseeing our accounting and financial reporting processes, systems of internal control over financial reporting and disclosure control and procedures on behalf of the Board of Directors and reporting the results or findings of its oversight activities to the Board;

•

having sole authority to appoint, retain and oversee the work of our independent registered public accounting firm and establishing the compensation to be paid to the independent registered public accounting firm;

•

establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and/or or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

reviewing and pre-approving all audit services and permissible non-audit services to be performed for us by our independent registered public accounting firm as provided under the federal securities laws and rules and regulations of the Securities and Exchange Commission; and

•

overseeing our system to monitor and manage risk, and legal and ethical compliance programs, including the establishment and administration (including the grant of any waiver from) a written code of ethics applicable to each of our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Audit and Finance Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition and Audit Committee Financial Expert. The current members of the Audit and Finance Committee are Messrs. Holubow, Mangano and Dr. Sullivan. Mr. Kjaer served as a member of the Audit and Finance Committee until March 2010, at which time Mr. Mangano joined the Audit and Finance Committee. Mr. Holubow is the chair of the Audit and Finance Committee.

Each current member of the Audit and Finance Committee qualifies as “independent” for purposes of membership on audit committees pursuant to the Listing Rules of the NASDAQ Stock Market and the rules and regulations of the SEC and is “financially literate” as required by the Listing Rules of the NASDAQ Stock Market. In addition, the Board of Directors has determined that Mr. Holubow qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC and meets the qualifications of “financial sophistication” under the Listing Rules of the NASDAQ Stock Market as a result of his Masters in Business Administration in Finance, and his previous experience as an investment analyst and portfolio manager for over 40 years and as a member of an audit committee of another public company. Stockholders should understand that these designations related to the Audit and Finance Committee members’ experience and understanding with respect to certain accounting and auditing matters are disclosure requirements of the SEC and the NASDAQ Stock Market and do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of the Audit and Finance Committee or of the Board of Directors.

Meetings and Other Information. The Audit and Finance Committee met five times during 2009. At all of these meetings, the Audit and Finance Committee met in private session with our independent registered public accounting firm. Additional information regarding the Audit and Finance Committee and our independent registered public accounting firm is disclosed under the “—Audit and Finance Committee Report” and “Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm” sections of this proxy statement.

Audit and Finance Committee Report

This report is furnished by the Audit and Finance Committee of the Board of Directors with respect to our financial statements for the year ended December 31, 2009.

One of the purposes of the Audit and Finance Committee is to oversee our accounting and financial reporting processes and the audit of our annual financial statements. Our management is responsible for the preparation and presentation of complete and accurate financial statements. Our independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on their audit.

In performing its oversight role, the Audit and Finance Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2009 with our management. Management represented to the Audit and Finance Committee that our financial statements were prepared in accordance with generally accepted accounting principles. The Audit and Finance Committee has discussed with Deloitte & Touche LLP, our independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, Communication With Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3200T and in effect for our year ended December 31, 2009. The Audit and Finance Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by the Public Company Accounting Oversight Board independence and ethics rule, Rule 3526 (Communication with Audit Committees Concerning Independence), as in effect for our year ended December 31, 2009. The Audit and Finance Committee has discussed with Deloitte & Touche LLP its independence and concluded that the independent registered public accounting firm is independent from our company and our management.

Based on the review and discussions of the Audit and Finance Committee described above, in reliance on the unqualified opinion of Deloitte & Touche LLP regarding our audited financial statements, and subject to the limitations on the role and responsibilities of the Audit and Finance Committee described above and in the Audit and Finance Committee’s charter, the Audit and Finance Committee recommended to the Board of Directors that our audited financial statements for the year ended December 31, 2009 be included in our annual report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

This report is dated as of March 26, 2010.

Audit and Finance Committee
Fred Holubow, Chair
Ross Mangano
Louis W. Sullivan, M.D.

Compensation Committee

Responsibilities. The primary responsibilities of the Compensation Committee include:

•

recommending to the Board of Directors, for its determination, the annual salaries, incentive compensation, long-term incentive compensation, special or supplemental benefits or perquisites and any and all other compensation applicable to our chief executive officer and other executive officers;

•

reviewing and making recommendations to the Board of Directors regarding any revisions to corporate goals and objectives with respect to compensation for our chief executive officer and other executive officers and establishing and leading a process for the full Board of Directors to evaluate the performance of our chief executive officer and other executive officers in light of those goals and objectives; and

•

administering our equity-based compensation plans applicable to any employee of our company and recommending to the Board of Directors specific grants of options and other awards for all executive officers and determining specific grants of options and other awards for all other employees, under our equity-based compensation plans.

The Compensation Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition. The current members of the Compensation Committee are Dr. Sullivan, Mr. Mangano, Dr. Rosenow and Dr. Sherwin. Dr. Sherwin joined the Compensation Committee in March 2010. Dr. Sullivan is the chair of the Compensation Committee. Each of the four current members of the Compensation Committee is an “independent director” under the Listing Rules of the NASDAQ Stock Market and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Processes and Procedures for Consideration and Determination of Executive Compensation. As described above under the heading “—Responsibilities,” the Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to make recommendations to the Board of Directors regarding any and all compensation payable to our executive officers, including annual salaries, incentive compensation, long-term incentive compensation and any special or supplemental benefits or perquisites. The Board of Directors also has delegated to the Compensation Committee the responsibility to administer our equity and incentive compensation plans applicable to any employee of our company and to recommend to the Board of Directors specific grants of options and other awards for all executive officers and determine specific grants of options and other awards for all other employees, under our equity-based compensation plans. Under the terms of its formal written charter, the Compensation Committee has the power and authority to delegate any of its duties and responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Historically, the Compensation Committee has not generally delegated any of its duties and responsibilities to subcommittees, but rather has taken such actions as a committee, as a whole.

Our President and Chief Executive Officer assists the Compensation Committee in gathering compensation related data regarding our executives, including himself, and making recommendations to the Compensation Committee regarding the form and amount of compensation to be paid to each executive, including himself. In making final decisions regarding compensation to be paid to our executives, the Compensation Committee and Board of Directors considers the recommendations of our President and Chief Executive Officer recognizing that due to his reporting and otherwise close relationship with employees, the President and Chief Executive Officer is often in a better position than the Compensation Committee and Board of Directors to evaluate the performance of employees (other than himself). In some cases, the Compensation Committee also considers other input from management regarding their own compensation. However, the Compensation Committee recognizes the inherent conflict of interest involved in connection with the recommendations of our President and Chief Executive Officer and other members of management, especially with respect to their own compensation. Our President and Chief Executive Officer attends most Compensation Committee meetings at the invitation of the Compensation Committee; however, neither our President and Chief Executive Officer nor any other executive officer is present during any discussions, final deliberations and decisions regarding executive officer compensation.

The Compensation Committee engaged a compensation consultant, BDO Seidman, LLP, to assist the Compensation Committee in determining executive compensation for 2009. BDO Seidman’s engagement with BioSante included reviewing and advising on all significant aspects of executive compensation. This included base salaries, bonuses and equity awards, as well as severance and change in control arrangements. During 2009, at the request of the Compensation Committee, BDO Seidman recommended a peer group of companies, collected relevant market data from these companies to allow the Compensation Committee to compare elements of our compensation program to those of our peers, provided information on executive compensation trends and implications for our company and made other recommendations to the Compensation Committee regarding certain aspects of our executive compensation program. The Chair of the Compensation Committee, Louis W. Sullivan, M.D., consulted with a representative of BDO Seidman prior to several of the Compensation Committee meetings held in 2009. A representative of BDO Seidman also was invited to attend several meetings of the Compensation Committee and Board of Directors during 2009. BDO Seidman was engaged directly by our Compensation Committee and did not advise our management and only worked with management with the express permission of the Compensation Committee.

In making final recommendations and decisions regarding compensation to be paid to our executive officers, the Compensation Committee and the Board of Directors considers the recommendations of our President and Chief Executive Officer and the Compensation Committee’s compensation consultant, but also considers other factors, such as its own views as to the form and amount of compensation to be paid, the peer group data provided by the Compensation Committee’s compensation consultant, the general performance of the company and the individual officers and the company’s cash position.

Meetings and Other Information. The Compensation Committee met six times during 2009.

Nominating and Corporate Governance Committee

Responsibilities. The primary responsibilities of the Nominating and Corporate Governance Committee are:

•

identifying individuals qualified to become Board members;

•

recommending director nominees for each annual meeting of our stockholders and director nominees to fill any vacancies that may occur between meetings of stockholders;

•

being aware of the best practices in corporate governance and developing and recommending to the Board of Directors a set of corporate governance standards to govern the Board of Directors, its committees, the company and its employees in the conduct of the business and affairs of the company;

•

developing and overseeing the annual Board and Board committee evaluation process; and

•

establishing and leading a process for determination of the compensation applicable to the non-employee directors on the Board.

The Nominating and Corporate Governance Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Processes and Procedures for Consideration and Determination of Director Compensation. As described in more detail above under the heading “—Responsibilities,” the Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility, among other things, to establish and lead a process for determination of compensation payable to our non-employee directors. The Nominating and Corporate Governance Committee makes recommendations regarding compensation payable to our non-employee directors to the entire Board of Directors, which then makes the final decisions. Under the terms of its formal written charter, the Nominating and Corporate Governance Committee has the power and authority to delegate any of its duties and responsibilities to subcommittees as the Nominating and Corporate Governance Committee may deem appropriate in its sole discretion. Historically, the Nominating and Corporate Governance Committee has not generally delegated any of its duties and responsibilities to subcommittees, but rather has taken such actions as a committee, as a whole.

In 2009, the Nominating and Corporate Governance Committee engaged BDO Seidman, LLP, a compensation consulting firm, to conduct a competitive assessment to assist the Board of Directors in determining director compensation. BDO Seidman conducted an assessment of the following pay elements: cash compensation, including annual retainers and meeting fees; equity grants, including stock options; and additional compensation paid to Board committee chairs and members. The assessment was based on the practices of the peer group companies that were then used to evaluate the market competitiveness of executive pay.

In making final recommendations and decisions regarding compensation to be paid to our directors, the Nominating and Corporate Governance Committee and the Board of Directors considers the recommendations of BDO Seidman, but also considers other factors, such as its own views as to the form and amount of compensation to be paid, the peer group data provided by BDO Seidman, the time demands placed on directors and other factors that may be relevant.

In March 2009 and again in February 2010, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved certain changes to our non-employee director compensation as described under the heading “Director Compensation—Overview” later in this proxy statement.

Composition. The current members of the Nominating and Corporate Governance Committee are Dr. Sullivan, Mr. Holubow, Mr. Kjaer, Mr. Mangano and Dr. Rosenow. Dr. Sullivan is the chair of the Nominating and Corporate Governance Committee. Each of the five current members of the Nominating and Corporate Governance Committee is an “independent director” within the meaning of the Listing Rules of the NASDAQ Stock Market.

Meetings and Other Information. The Nominating and Corporate Governance Committee met once during 2009. Additional information regarding the Nominating and Corporate Governance Committee is disclosed under the “—Director Nominations Process” and “Director Compensation—Overview” sections of this proxy statement.

Scientific Review Committee

Responsibilities. The Scientific Review Committee assists the Board of Directors in evaluating potential new licenses or new products and reviewing ongoing activities of our current products. The Scientific Review Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition. The current members of the Scientific Review Committee are Dr. Sullivan, Mr. Holubow, Dr. Potts and Dr. Rosenow. Dr. Sullivan is the chair of the Scientific Review Committee.

Meetings. The Scientific Review Committee met once during 2009.

Director Nominations Process

Pursuant to a Director Nominations Process adopted by the Board of Directors, in selecting nominees for the Board of Directors, the Nominating and Corporate Governance Committee first determines whether the incumbent directors are qualified to serve, and wish to continue to serve, on the Board. The Nominating and Corporate Governance Committee believes that our company and its stockholders benefit from the continued service of qualified incumbent directors because those directors have familiarity with and insight into our company’s affairs that they have accumulated during their tenure with the company. Appropriate continuity of Board membership also contributes to the Board’s ability to work as a collective body. Accordingly, it is the practice of the Nominating and Corporate Governance Committee, in general, to re-nominate an incumbent director at the upcoming annual meeting of stockholders if the director wishes to continue his or her service with the Board, the director continues to satisfy the Nominating and Corporate Governance Committee’s criteria for membership on the Board, the Nominating and Corporate Governance Committee believes the director continues to make important contributions to the Board, and there are no special, countervailing considerations against re-nomination of the director.

Pursuant to the Director Nominations Process adopted by the Board of Directors, in identifying and evaluating new candidates for election to the Board, the Nominating and Corporate Governance Committee intends to first solicit recommendations for nominees from persons whom the Nominating and Corporate Governance Committee believes are likely to be familiar qualified candidates having the qualifications, skills and characteristics required for Board nominees from time to time. Such persons may include members of the Board of Directors and senior management of BioSante. In addition, the Nominating and Corporate Governance Committee may engage a search firm to assist it in identifying qualified candidates. The Nominating and Corporate Governance Committee then intends to review and evaluate each candidate whom it believes merits serious consideration, taking into account available information concerning the candidate, any qualifications or criteria for Board membership established by the Nominating and Corporate Governance Committee, the existing composition of the Board, and other factors that it deems relevant. In conducting its review and evaluation, the Nominating and Corporate Governance Committee may solicit the views of our management, other Board members, and any other individuals it believes may have insight into a candidate. The Nominating and Corporate Governance Committee may designate one or more of its members and/or other Board members to interview any proposed candidate.

The Nominating and Corporate Governance Committee will consider recommendations for the nomination of directors submitted by our stockholders. For more information, see the information set forth under the heading “Other Matters — Director Nominations for 2011 Annual Meeting.” The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as those recommended as stated above.

There are no formal requirements or minimum qualifications that a candidate must meet in order for the Nominating and Corporate Governance Committee to recommend the candidate to the Board of Directors. The Nominating and Corporate Governance Committee believes that each nominee should be evaluated based on his or her merits as an individual, taking into account the needs of our company and the Board of Directors. However, in evaluating candidates, there are a number of criteria that the Nominating and Corporate Governance Committee generally views as relevant and is likely to consider. Some of these factors include:

•

whether the candidate is an “independent director” under the Listing Rules of the NASDAQ Stock Market and meets any other applicable independence tests under the federal securities laws and rules and regulations of the SEC;

•

whether the candidate is “financially sophisticated” and otherwise meets the requirements for serving as a member of an audit committee under the Listing Rules of the NASDAQ Stock Market;

•

whether the candidate is an “audit committee financial expert” under the rules and regulations of the SEC;

•

the needs of our company with respect to the particular talents and experience of our directors;

•

the personal and professional integrity and reputation of the candidate;

•

the candidate’s level of education and business experience;

•

the candidate’s broad-based business acumen;

•

the candidate’s level of understanding of our business and its industry and other industries relevant to our business;

•

the candidate’s ability and willingness to devote adequate time to work of the Board of Directors and its committees;

•

the fit of the candidate’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to the needs of our company;

•

whether the candidate possesses strategic thinking and a willingness to share ideas;

•

the candidate’s diversity of experiences, expertise and background; and

•

the candidate’s ability to represent the interests of all stockholders and not a particular interest group.

While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will consider the factors above, including the candidate’s diversity of experiences, expertise and background. The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, expertise and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

Board Oversight of Risk

The Board of Directors as a whole has responsibility for risk oversight, with more in-depth reviews of certain areas of risk being conducted by the relevant Board committees that report on their deliberations to the full Board of Directors. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide information to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. The areas of risk that we focus on include regulatory, operational, financial (accounting, credit, liquidity and tax), legal, compensation, competitive, health, safety and environment, economic, political and reputational risks.

The standing committees of the Board of Directors oversee risks associated with their respective principal areas of focus. The Audit and Finance Committee’s role includes a particular focus on the qualitative aspects of financial reporting to stockholders, on our processes for the management of business and financial risk, our financial reporting obligations and for compliance with significant applicable legal, ethical and regulatory requirements. The Audit and Finance Committee, along with management, is also responsible for developing and participating in a process for review of important financial and operating topics that present potential significant risk to our company. The Compensation Committee is responsible for overseeing risks and exposures associated with our compensation programs and arrangements, including our executive and director compensation programs and arrangements, and management succession planning. The Nominating and Corporate Governance Committee oversees risks relating to our corporate governance matters and policies and director succession planning.

We recognize that a fundamental part of risk management is understanding not only the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the full Board of Directors in setting our business strategy is a key part of the Board’s assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for our company.

We believe our current Board leadership structure is appropriate and helps ensure proper risk oversight for our company for a number of reasons, including: (1) general risk oversight by the full Board of Directors in connection with its role in reviewing our key business strategies and monitoring on an on-going basis the implementation of our key business strategies; (2) more detailed oversight by our standing Board committees that are currently comprised of and chaired by our independent directors, and (3) the focus of our Chairman of the Board on allocating appropriate Board agenda time for discussion regarding the implementation of our key business strategies and specifically risk management.

Code of Conduct and Ethics

Our Code of Conduct and Ethics applies to all of our directors, executive officers, including our President and Chief Executive Officer and our Chief Financial Officer, and other employees, and meets the requirements of the SEC. A copy of our Code of Conduct and Ethics is available on the Investors—Corporate Governance—Code of Conduct and Ethics section of our corporate website at www.biosantepharma.com.

Policy Regarding Director Attendance at Annual Meetings of Stockholders

It is the policy of the Board of Directors that directors standing for re-election should attend our annual meeting of stockholders, if their schedules permit. All of the directors attended our annual meeting of stockholders in June 2009.

Complaint Procedures

The Audit and Finance Committee has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, and the submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Our personnel with such concerns are encouraged to discuss their concerns with their supervisor first, who in turn will be responsible for informing our Compliance Officer of any concerns raised. Our President and Chief Executive Officer, Stephen M. Simes, currently serves as our Compliance Officer. If an employee prefers not to discuss a particular matter with his or her own supervisor, the employee may instead discuss such matter with our Compliance Officer. If an individual prefers not to discuss a matter with the Compliance Officer or if the Compliance Officer is unavailable and the matter is urgent, the individual is encouraged to contact the Chairman of the Audit and Finance Committee, Mr. Fred Holubow.

Process Regarding Stockholder Communications with Board of Directors

Stockholders may communicate with the Board of Directors or any one particular director by sending correspondence, addressed to our Corporate Secretary, BioSante Pharmaceuticals, Inc., 111 Barclay Boulevard, Suite 280, Lincolnshire, IL 60069, with an instruction to forward the communication to the Board of Directors or one or more particular directors. Our Corporate Secretary will forward promptly all such stockholder communications to the Board of Directors or the one or more particular directors, with the exception of any advertisements, solicitations for periodical or other subscriptions and other similar communications.

DIRECTOR COMPENSATION

Summary of Cash and Other Compensation

The following table provides summary information concerning the compensation of each individual who served as a director of our company during the year ended December 31, 2009, other than Stephen M. Simes, our Vice Chairman, President and Chief Executive Officer, whose compensation is set forth under the heading “Executive Compensation.”

DIRECTOR COMPENSATION — 2009

		Fees Earned or				Option				All Other
Name		Paid in Cash ($)				Awards ($)(1)(2)				Compensation ($)(3)				Total ($)
Louis W. Sullivan, M.D.		$	74,275			$	51,434			$	0			$	125,709
Fred Holubow			46,650				51,434				0				98,084
Peter Kjaer			32,900				51,434				0				84,334
Ross Mangano			37,400				51,434				0				88,834
John T. Potts, Jr., M.D.			5,400				18,251				0				23,651
Edward C. Rosenow III, M.D.			37,400				51,434				0				88,834
Stephen A. Sherwin, M.D.			6,300				18,251				0				24,551

Grant		Risk Free				Expected				Expected				Expected
Date		Interest Rate				Life				Volatility				Dividend Yield
02/02/09			2.76	%		6 years					76.83	%			0
10/14/09			2.36	%		6.25 years					75.34	%			0

Aggregate Number of

Range of

Range of

Securities

Exercisable/

Exercise

Expiration

Name

Underlying Options

Unexercisable

Price(s)

Date(s)

Louis W. Sullivan, M.D.

117,500

67,500/50,000

$1.51 - 6.70

12/31/2010 – 02/01/2019

Fred Holubow

112,500

62,500/50,000

1.51 - 6.70

12/31/2010 – 02/01/2019

Peter Kjaer

112,500

62,500/50,000

1.51 - 6.70

12/31/2010 – 02/01/2019

Ross Mangano

112,500

62,500/50,000

1.51 - 6.70

12/31/2010 – 02/01/2019

John T. Potts, Jr., M.D.

15,000

0/15,000

1.82

10/13/2019

Edward C. Rosenow III, M.D.

112,500

62,500/50,000

1.51 - 6.70

12/31/2010 – 02/01/2019

Stephen A. Sherwin, M.D.

133,359

118,359/15,000

1.82 – 36.82

02/03/2015 – 10/13/2019

Overview of Director Compensation Program

As described in more detail under the heading “Corporate Governance—Nominating and Corporate Governance Committee—Responsibilities” included elsewhere in this proxy statement, the Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility, among other things, to establish and lead a process for the determination of compensation payable to our non-employee directors. The Nominating and Corporate Governance Committee makes recommendations regarding compensation payable to our non-employee directors to the entire Board of Directors, which then makes the final decisions. The processes and procedures the Nominating and Corporate Governance Committee and the Board of Directors use to consider and determine director compensation are described under the heading “Corporate Governance— Nominating and Corporate Governance Committee—Processes and Procedures for Determination of Director Compensation” included elsewhere in this proxy statement.

The principal elements of our director compensation program for 2009 included:

•

annual cash retainers;

•

meeting fees;

•

reimbursement of expenses; and

•

long-term equity-based incentive compensation, in the form of stock options.

In the interest of conserving cash, in March 2009, the Nominating and Corporate Governance Committee recommended to the Board of Directors, changes to our non-employee director compensation. The Board of Directors approved the recommendations at its regular meeting in March 2009. The changes approved by the Board of Directors were as follows and were effective immediately in March 2009:

•

Decrease the annual cash retainer fee to each Board member from $20,000 to $18,000 and decrease the annual cash retainer fee to our Chairman of the Board from $25,000 to $22,500;

•

Decrease the annual retainer fee to the chair of the Audit and Finance Committee from $10,000 to $9,000 and decrease the annual retainer fee for the chair of each of the Compensation Committee and the Nominating and Corporate Governance Committee from $5,000 to $4,500; and

•

Decrease the in-person Board meeting fee from $2,000 to $1,800 and decrease the telephonic Board and Board committee meeting fee from $1,000 to $900.

The Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, reviewed our non-employee director compensation program in February 2010 and decided not to change the cash compensation but to re-institute the automatic initial and annual grants of stock options, as described in more detail below under the heading “— Stock Options.”

Cash Compensation

The cash compensation paid to our non-employee directors consists of annual cash retainers paid to each Board member, our Chairman of the Board and each Board committee chair, except for the chair of our Scientific Review Committee. The following table sets forth the annual cash retainers currently paid to our non-employee directors and paid during most of 2009:

		Annual Cash
Description		Retainer
Board Member (other than Chairman of the Board)		$	18,000
Chairman of the Board			22,500
Audit and Finance Committee Chair			9,000
Compensation Committee Chair			4,500
Nominating and Corporate Governance Committee Chair			4,500

The annual cash retainers are paid on a quarterly basis in the beginning of each calendar quarter. For example, the retainers paid in the beginning of the first calendar quarter are for the period from January 1 through March 31.

We also pay each of our non-employee directors an additional cash fee of $1,800 for each Board meeting attended in person and $900 for each Board meeting attended via telephone and each Board committee meeting attended in person or via telephone.

We do not compensate Mr. Simes separately for serving on the Board of Directors. We do, however, reimburse each member of the Board of Directors, including Mr. Simes, for out-of-pocket expenses incurred in connection with attending Board and Board committee meetings.

Stock Options

In February 2009, we granted each non-employee director a ten-year stock option to purchase 50,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. These stock options were granted on February 2, 2009 and vested in full on February 2, 2010. In October 2009, we granted each of Dr. Potts and Dr. Sherwin a ten-year stock option to purchase 15,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. This grant was consistent with the terms of our director option grant policy described below. These stock options were granted on October 14, 2009 and vest with respect to 25 percent of the underlying shares of common stock on each of the following dates, so long as the individual remains a director of our company as of such date: October 14, 2010, October 14, 2011, October 14, 2012 and October 14, 2013.

In February 2010, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved resolutions providing for automatic initial and annual stock option grants to our non-employee directors. Pursuant to these resolutions, each new non-employee director will be granted on the date of the director’s initial election to the Board of Directors an initial option to purchase 15,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant, which option will vest in four equal annual installments and expire on the ten-year anniversary of the date of grant. In addition, each non-employee director will be granted on the last business day of each March a ten-year option to purchase 10,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant, which option will vest in full on the one-year anniversary of the date of grant. In addition, our

then Chairman of the Board will be granted on the last business day of each March an additional ten-year option to purchase 5,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant, which option will vest in full on the one-year anniversary of the date of grant. As per this policy, in March 2010, we granted each non-employee director a ten-year option to purchase 10,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. These stock options were granted on March 31, 2010 and will vest in full on March 31, 2011. We also granted our Chairman of the Board an additional option to purchase 5,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. This stock option also was granted on March 31, 2010 and will vest in full on March 31, 2011.

We refer you to note 1 to the Director Compensation table above for a summary of all options granted to our directors, excluding Mr. Simes, during the year ended December 31, 2009. We refer you to note 2 to the Director Compensation table above for a summary of all options to purchase shares of our common stock held by our directors, excluding Mr. Simes, as of December 31, 2009. Information regarding stock option grants to Mr. Simes during the year ended December 31, 2009 is set forth under the heading “Executive Compensation—Grants of Plan-Based Awards” and information regarding all stock options held by Mr. Simes as of December 31, 2009 is set forth under the heading “Executive Compensation—Outstanding Equity Awards at Fiscal Year End.”

Indemnification Agreements

We have entered into agreements with all of our directors under which we are required to indemnify them against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceeding if any of them may be made a party because he or she is or was one of our directors. We will be obligated to pay these amounts only if the director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to our best interests. With respect to any criminal proceeding, we will be obligated to pay these amounts only if the director had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim for indemnification.

EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

The following table provides summary information concerning all compensation awarded to, earned by or paid to our principal executive officer and our principal financial officer during the years ended December 31, 2009, 2008 and 2007. We did not have any other executive officers as of December 31, 2009. We refer to these individuals in this proxy statement as our “named executive officers.”

SUMMARY COMPENSATION TABLE — 2009

																		All Other
														Option				Compens-
Name and Principal Position		Year				Salary				Bonus(1)				Awards(2)				ation(3)				Total
Stephen M. Simes			2009			$	417,640			$	275,000			$	308,605			$	37,162			$	1,038,407
Vice Chairman, President and			2008				417,640				0				249,000				30,879				697,519
Chief Executive Officer			2007				394,000				256,100				565,000				41,859				1,256,959
Phillip B. Donenberg			2009				232,140				175,000				128,586				21,507				557,233
Chief Financial Officer, Treasurer			2008				232,140				0				149,400				20,123				401,663
and Secretary			2007				219,000				87,600				113,000				19,099				438,699

Grant		Grant Date Fair				Risk Free				Expected				Expected				Expected
Date		Value Per Share				Interest Rate				Life				Volatility				Dividend Yield
02/02/09		$	1.51				2.76	%		6 years					76.83	%			0
01/15/08			2.49				3.72	%		6 years					67.51	%			0
01/12/07			2.26				4.86	%		6 years					69.52	%			0

										Insurance
Name		Year				401(k) Match(a)				Premiums(b)				Tax Gross-Up(c)				Auto Allowance
Stephen M. Simes			2009			$	11,000			$	9,182			$	4,980			$	12,000
			2008				10,250				5,684				2,945				12,000
			2007				10,250				12,804				6,805				12,000
Phillip B. Donenberg			2009				8,250				4,719				1,338				7,200
			2008				7,250				4,518				1,155				7,200
			2007				7,750				3,222				927				7,200

Simes Employment Letter Agreement. In January 1998, we entered into an employment letter agreement with Stephen M. Simes pursuant to which Mr. Simes serves as our Vice Chairman, President and Chief Executive Officer and a member of the Board of Directors. We amended the agreement in July 2008 to ensure compliance with regulations on non-qualified deferred compensation severance benefits as mandated by Section 409A of the Internal Revenue Code of 1986 and to make certain changes to the change in control provisions. The current term of the agreement continues until December 31, 2012. On January 1 of each year, the term is automatically extended for an additional one year unless on or before October 1 immediately preceding the extension, either party gives written notice to the other of the termination of the agreement or cessation of further extensions. Under the agreement, Mr. Simes is entitled to a base salary in an amount determined by the Board of Directors, which base salary, however, must be adjusted upward each year at a minimum equal to changes in the Consumer Price Index. Mr. Simes is entitled to receive an annual discretionary performance bonus, the amount and terms of which will be determined in the discretion of the Board of Directors. Mr. Simes also is entitled to a monthly stipend of $1,000 for automobile use, reimbursement of premiums for supplemental term life and long-term disability insurance and taxes associated with such premiums and four weeks paid vacation each year. If Mr. Simes is terminated without cause or upon a change in control or if he terminates his employment for good reason, he will be entitled to certain payments and benefits as described in more detail under the heading “—Potential Payments Upon Termination or Change in Control.” Under the agreement, Mr. Simes is subject to customary assignment of inventions, confidentiality and non-competition provisions.

Donenberg Employment Letter Agreement. In June 1998, we entered into an employment letter agreement with Phillip B. Donenberg pursuant to which Mr. Donenberg serves as our Chief Financial Officer, Treasurer and Secretary. We amended the agreement in July 2008 to ensure compliance with regulations on non-qualified deferred compensation severance benefits as mandated by Section 409A of the Internal Revenue Code of 1986 and to make certain changes to the change in control provisions. The term of the agreement continues until either party gives 30 days written notice to the other of the termination of the agreement. Under the agreement, Mr. Donenberg is entitled to a base salary in an amount determined by the Board of Directors, which base salary, however, must be adjusted upward each year at a minimum equal to changes in the Consumer Price Index. Mr. Donenberg is entitled to receive an annual discretionary performance bonus, the amount and terms of which will be determined in the discretion of the Board of Directors. Mr. Donenberg also is entitled to a monthly stipend of $600 for automobile use, reimbursement of premiums for supplemental term life and long-term disability insurance and taxes associated with such premiums and three weeks paid vacation each year. If Mr. Donenberg is terminated without cause or upon a change in control or if he terminates his employment for good reason, he will be entitled to certain payments and benefits as described in more detail under the heading “—Potential Payments Upon Termination or Change in Control.” Under the agreement, Mr. Donenberg is subject to customary assignment of inventions, confidentiality and non-competition provisions.

Base Salaries. Mr. Simes’s base salary for 2009 was $417,640, which was the same as his base salary for 2008. Despite our obligation under Mr. Simes’s employment letter agreement to increase his base salary each year by at least a minimum rate consistent with any increase in the Consumer Price Index, the Compensation Committee did not believe it was prudent to increase Mr. Simes’s base salary in 2009 in light of the then current economic recession and our then current cash position.

The Compensation Committee recently established Mr. Simes’s 2010 base salary at $451,500, which represents a 8.2 percent increase over his base salary for 2009. In establishing Mr. Simes’s base salary for 2010, the Board of Directors considered several factors, including in particular: (1) competitive market data gathered by the Compensation Committee’s compensation consultant which indicated that Mr. Simes’s base salary was slightly lower than the median of base salaries of other chief executive officers of companies in our peer group; and (2) our obtaining additional financing during 2009, including our registered direct offering completed in August 2009 and our merger with Cell Genesys, Inc. in October 2009.

Mr. Donenberg’s base salary for 2009 was $232,140, which was the same as his base salary for 2008. Despite our obligation under Mr. Donenberg’s employment letter agreement to increase his base salary each year by at least a minimum rate consistent with any increase in the Consumer Price Index, the Compensation Committee did not believe it was prudent to increase Mr. Donenberg’s base salary in 2009 in light of the then current economic recession and our then current cash position.

The Compensation Committee recently established Mr. Donenberg’s 2010 base salary at $258,000, which represents a 11.4 percent increase over his base salary for 2009. In establishing Mr. Donenberg’s base salary for 2010, the Board of Directors considered several factors, including in particular: (1) competitive market data gathered by the Compensation Committee’s compensation consultant which indicated that Mr. Donenberg’s base salary was significantly below the median of base salaries of other chief financial officers of companies in our peer group; and (2) our obtaining additional financing during 2009, including our registered direct offering completed in August 2009 and our merger with Cell Genesys, Inc. in October 2009.

Annual Discretionary Performance Bonus. As required under the terms of their employment letter agreements, we provide Messrs. Simes and Donenberg the opportunity to earn an annual discretionary performance bonus each year. The Board of Directors, upon recommendation of the Compensation Committee, determines the amount of the bonus each year for each executive based on, among other things, the achievement of informal performance objectives of our company and individual goals by the executive. Conceptual performance objectives and individual goals for each executive for any given year usually are discussed among the executives and the Compensation Committee during the beginning of the year but are not established formally or agreed upon in advance. After the completion of each year, the Board of Directors, upon recommendation of the Compensation Committee and excluding the President and Chief Executive Officer who is not present during these discussions, determines, the amount of annual discretionary performance bonus to be paid to each executive. Such determination is made after first receiving input from our President and Chief Executive Officer as to his views of the amount of bonus each executive, including himself, should receive. In determining the final amount of annual discretionary performance bonus to be paid to each executive, the Board of Directors considers the recommendation of the Compensation Committee, the recommendations of our President and Chief Executive Officer and Compensation Committee’s independent compensation consultant, the Board’s own views as to the achievement of company performance and individual executive goals as discussed in concept at the beginning of the year, the general performance of the company and the executives during the year, regardless of any specific objectives discussed in the beginning of the year, the performance of the company’s stock price during the year, competitive compensation data and other relevant factors. The amount of annual cash bonuses paid to our executives is highly discretionary and has been highly variable from year to year.

We paid Mr. Simes a discretionary performance bonus of $275,000 for his 2009 performance and Mr. Donenberg a discretionary performance bonus of $175,000 for his 2009 performance. In determining the amount of Mr. Simes’s and Mr. Donenberg’s discretionary performance bonuses for 2009, the Board of Directors and Compensation Committee considered several performance related factors, including but not limited to our obtaining additional financing during 2009, including our registered direct offering completed in August 2009 and our merger with Cell Genesys, Inc. in October 2009.

401(k) Savings Plan. We maintain a 401(k) Savings Plan under which all participants, including executive officers, may voluntarily request that we reduce their pre-tax compensation by up to 100 percent (subject to certain special limitations). We contributed an amount equal to 50 percent of the amount that each participant contributed under this plan, up to a maximum amount allowed by law.

Perquisites and Personal Benefits. It is generally our policy not to extend significant perquisites and other benefits to our executive officers that are not generally available to our employees. The only significant perquisites that we provide to our executives are those that are required under the terms of their employment letter agreements. Both of our executives receive a monthly auto allowance and reimbursement for supplemental life insurance and excess long-term disability insurance premiums and taxes associated with the premiums. We are required to provide these benefits to our executives under their employment letter agreements and have decided to continue to provide such benefits since we believe such benefits are commonly provided to executives at other similarly sized companies and the cost of providing such benefits is not material. Our executives also receive benefits, which are received by our other employees, including 401(k) matching contributions, health, dental and life insurance benefits, and reimbursement for certain minimal health club costs to encourage physical activity and good health. We do not provide pension arrangements or post-retirement health coverage for our employees, including our executives. We also do not provide any nonqualified defined contribution or other deferred compensation plans.

Indemnification Agreements. We have entered into agreements with all of our named executive officers under which we are required to indemnify them against expenses, judgments, penalties, fines, settlements and other amounts actually and reasonably incurred, including expenses of a derivative action, in connection with an actual or threatened proceeding if any of them may be made a party because he or she is or was one of our executive officers. We will be obligated to pay these amounts only if the executive officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to our best interests. With respect to any criminal proceeding, we will be obligated to pay these amounts only if the executive officer had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim for indemnification.

Grants of Plan-Based Awards

The following table provides information concerning grants of plan-based awards to each of our named executive officers during the year ended December 31, 2009. Plan-based awards were granted to our named executive officers under the BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan. The material terms of these awards and the material plan provisions relevant to these awards are described in the notes to the table below or in the narrative following the table below. Options also were granted to the named executive officers subsequent to December 31, 2009 in February 2010 under the BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan. The material terms of these awards and the material plan provisions relevant to these awards also are described in the narrative following the table below. We did not grant any “non-equity incentive plan” awards or “equity incentive plan” awards within the meaning of the SEC rules during the year ended December 31, 2009.

GRANTS OF PLAN-BASED AWARDS — 2009

All Other

Option Awards:

Grant Date

Number of

Exercise or

Fair Value

Board

Securities

Base Price

Stock and

Grant

Approval

Underlying

of Option

Option Awards

Name

Date(1)

Date

Options(#)(2)

Awards ($/Sh)

($)(3)

Stephen M. Simes

02/02/09

02/02/09

300,000

$

1.51

$

308,605

Phillip B. Donenberg

02/02/09

02/02/09

125,000

1.51

128,586

BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan. Under the terms of the BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan, our named executive officers, in addition to other employees and individuals, are eligible to receive equity-based incentive awards, such as stock options. Although the 2008 plan is an “omnibus” plan that permits the grant of equity-based incentive awards besides stock options, such as restricted stock, restricted stock units, stock appreciation rights, performance units and stock bonuses, to date, only incentive and non-statutory stock options have been granted.

The 2008 plan contains both an overall limit on the number of shares of our common stock that may be issued, as well as individual and other grant limits. Under the terms of the 2008 plan, no more than 2,000,000 shares of our common stock may be issued pursuant to the plan or the exercise of incentive options and no more than 250,000 shares of our common stock may be issued or issuable in connection with restricted stock grants, stock unit awards, performance awards and stock bonuses, in each case subject to adjustment and certain exceptions. In March 2010, the Board of Directors, upon recommendation of the Compensation Committee, approved an amended and restated 2008 plan that, among other things, increases the number of shares of our common stock available for issuance under the plan to 4,000,000, subject to approval by our stockholders at the next meeting of stockholders. See “Proposal No. 2 —Approval of BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan.

Incentive stock options must be granted with a per share exercise price equal to at least the fair market value of a share of our common stock on the date of grant. For purposes of the 2008 plan, the fair market value of our common stock is the closing sale price of our common stock, as reported by the NASDAQ Stock Market. We set the per share exercise price of all stock options granted under the plan at an amount equal to the fair market value of a share of our common stock on the date of grant.

Except in connection with certain specified changes in our corporate structure or shares, the Compensation Committee and the Board of Directors may not, without prior approval of our stockholders, seek to effect any re-pricing of any previously granted, “underwater” option by amending or modifying the terms of the underwater option to lower the exercise price, canceling the underwater option and granting replacement options having a lower exercise price, or other incentive award in exchange, or repurchasing the underwater options and granting new incentive awards under the 2008 plan. For purposes of the 2008 plan, an option is deemed to be “underwater” at any time when the fair market value of our common stock is less than the exercise price.

Options will become exercisable at such times and in such installments as may be determined by the Compensation Committee or the Board of Directors, as the case may be, provided that options may not be exercisable after 10 years from their date of grant. We generally provide for the vesting of stock options granted to executives in equal annual installments over a three-year period commencing on the one-year anniversary of the date of grant.

Optionees may pay the exercise price of stock options (1) in cash, (2) by using a broker-assisted cashless exercise procedure pursuant to which the optionee, upon exercise of an option, irrevocably instructs a broker or dealer to sell a sufficient number of shares of our common stock or loan a sufficient amount of money to pay all or a portion of the exercise price of the option and/or any related withholding tax obligations and remit such sums to us and directs us to deliver stock certificates to be issued upon such exercise directly to such broker or dealer; or (3) by using a cashless exercise procedure pursuant to which the optionee surrenders to us shares of our common stock either underlying the option or that are otherwise held by the optionee.

Under the terms of the 2008 plan, unless otherwise provided in a separate agreement, if an executive’s employment or service with our company terminates for any reason, the unvested portion of the option will immediately terminate and the executive’s right to exercise the then vested portion of the option will:

•

immediately terminate if the executive’s employment or service relationship with our company terminated for “cause”;

•

continue for a period of one year if the executive’s employment or service relationship with our company terminated as a result of the executive’s death or disability; or

•

continue for a period of 90 days if the executive’s employment or service relationship with our company terminated for any reason, other than for cause or upon death or disability.

As set forth in the 2008 plan, the term “cause” will be as defined in any employment or other agreement or policy applicable to the executive or, if no such agreement or policy exists, will mean (1) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to us or any subsidiary, (2) any unlawful or criminal activity of a serious nature, (3) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the overall duties, or (4) any material breach of any employment, consulting, confidentiality or non-compete agreement entered into with us or any subsidiary.

As described in more detail under the heading “—Potential Payments Upon Termination or Change in Control,” if there is a change in control of our company, then, under the terms of the 2008 plan, unless otherwise provided by the Compensation Committee or the Board of Directors in its sole discretion either in the agreement evidencing an incentive award at the time of grant or at any time after the grant of an incentive award, all options and stock appreciation rights will become immediately exercisable in full and will remain exercisable for the remainder of their terms, regardless of whether the holder to whom such option and stock appreciation rights have been granted remains in the employ or service of BioSante or any subsidiary, all outstanding restricted stock awards will become immediately fully vested and non-forfeitable; and any conditions to the payment of stock unit awards or restricted stock units, performance awards or units and stock bonuses will lapse.

As described in more detail under the heading “Proposal No. 2 —Approval of the BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan,” the Board of Directors has amended the BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan, subject to stockholder approval.

BioSante Pharmaceuticals, Inc. Amended and Restated 1998 Stock Plan. The terms of the BioSante Pharmaceuticals, Inc. Amended and Restated 1998 Stock Plan are substantially similar to the terms of our 2008 plan, except that under the 1998 plan, only stock options, stock awards and stock units could be granted.

2009 Plan-Based Awards. In February 2009, the Board of Directors, upon recommendation of the Compensation Committee, granted Mr. Simes an option to purchase 300,000 shares of our common stock at an exercise price of $1.51 per share, which represented the fair market value of our common stock, as determined under our stock plan, on the date of grant. In determining the number of stock options to grant Mr. Simes in February 2009, the Board of Directors took into consideration: (1) the recommendation of Mr. Simes; (2) the fact that Mr. Simes did not receive an increase in his base salary for 2009 or a discretionary bonus for 2008; (3) the fact that all of Mr. Simes’s then currently outstanding options to purchase shares of our common stock were out-of-the-money; and (4) the fact that according to competitive data gathered by the Compensation Committee’s compensation consultant, most companies in our peer group grant equity awards, such as stock options, on an annual basis, to their executives.

In February 2009, the Board of Directors, upon recommendation of the Compensation Committee, granted Mr. Donenberg an option to purchase 125,000 shares of our common stock at an exercise price of $1.51 per share, which represented the fair market value of our common stock, as determined under our stock plan, on the date of grant. In determining the number of stock options to grant Mr. Donenberg in February 2009, the Board of Directors took into consideration: (1) the recommendation of Mr. Simes; (2) input from Mr. Donenberg; (3) the fact that Mr. Donenberg did not receive an increase in his base salary for 2009 or a discretionary bonus for 2008; (4) the fact that all of Mr. Donenberg’s then currently outstanding stock options were out-of-the-money; and (5) the fact that according to competitive data gathered by the Compensation Committee’s compensation consultant, most companies in our company’s peer group grant equity awards, such as stock options, on an annual basis, to their executives.

Other Information Regarding Plan-Based Awards. Under a provision contained in Mr. Simes’s and Mr. Donenberg’s employment letter agreements, upon the termination of their employment by us without cause, all stock options then held by them would be accelerated and all such options would become fully vested and immediately exercisable for a period of one year after the termination date, as described in more detail under the heading “—Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding unexercised stock option awards for each of our named executive officers that remained outstanding at December 31, 2009. We did not have any “equity incentive plan” or awards within the meaning of the SEC rules outstanding at December 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2009

		Option Awards
		Number of Securities				Number of Securities
		Underlying				Underlying Unexercised								Option
		Unexercised Options				Options (#)				Option Exercise				Expiration
Name		(#) Exercisable				Unexercisable(1)				Price ($)				Date
Stephen M. Simes			71,407				—			$	4.00				04/06/2011
			108,507				—				3.40				09/26/2012
			126,667				—				2.10				05/29/2013
			166,666				83,334	(2)			2.775				01/11/2017
			33,333				66,667	(3)			3.995				01/14/2018
			—				300,000	(4)			1.51				02/01/2019
Phillip B. Donenberg			21,547				—				4.00				04/06/2011
			37,564				—				3.40				09/26/2012
			79,166				—				2.10				05/29/2013
			25,000				—				3.715				07/18/2015
			25,000				—				3.715				07/18/2015
			62,500				—				3.87				03/15/2016
			33,334				16,666	(2)			2.775				01/11/2017
			20,000				40,000	(3)			3.995				01/14/2018
			—				125,000	(4)			1.51				02/01/2019

Options Exercised and Stock Vested During Fiscal Year

None of our named executive officers exercised stock options during the year ended December 31, 2009. We do not have any outstanding stock awards and thus did not have any stock awards vest during the year ended December 31, 2009.

Potential Payments Upon Termination or Change in Control

General. We have entered into employment letter agreements with each of our two named executive officers, Stephen M. Simes and Phillip B. Donenberg, which may require us to provide certain payments to the executive upon a termination of his employment or change in control of our company. Whether an executive receives a payment and the amount of such payment, if applicable, depends upon the triggering event. For more information regarding these agreements, we refer you the discussion under the headings “—Summary of Cash and Other Compensation—Simes Employment Letter Agreement” and “—Summary of Cash and Other Compensation—Donenberg Employment Letter Agreement.” In addition, our equity-based compensation plans also provide benefits as a result of a change in control of our company.

Termination by BioSante for Cause. Under the terms of both employment letter agreements, if Mr. Simes’s or Mr. Donenberg’s employment is terminated by us for “cause,” the executive would be entitled to be paid his annual base salary, car allowance and any out-of-pocket expenses incurred through the date of his termination and any amounts the executive would be entitled to under any company benefit plan. For purposes of the agreements, “cause” means any of the following: (1) fraud; (2) theft or embezzlement of our assets; (3) a violation of law involving moral turpitude; (4) repeated and willful failure to follow instructions of the Board of Directors provided that the conduct has not ceased or the offense cured within 30 days following written warning from us; and (5) conviction of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the company or which impairs the executive’s ability to substantially perform his duties for the company. The agreements also provide that the executive must abide by certain non-competition provisions for one year after termination for cause. Under the terms of our equity-based compensation plans, if Mr. Simes’s or Mr. Donenberg’s employment is terminated by us for “cause,” the executive’s outstanding stock options will immediately terminate and may not then be exercisable.

Termination by BioSante Without Cause. Under the terms of both employment letter agreements, if Mr. Simes’s or Mr. Donenberg’s employment is terminated by us without cause or if in the case of Mr. Simes, we give notice of our intent not to renew his employment agreement, the executive would be entitled to be paid his annual base salary, car allowance and any out-of-pocket expenses incurred through the date of termination. Additionally, the executive would be entitled to receive:

•

a severance payment, which would be paid in one lump sum in the case of Mr. Simes and in 12 equal monthly installments in the case of Mr. Donenberg, equal to, in the case of Mr. Simes, the sum of his annual base salary, most recent annual bonus and annual car allowance, and in the case of Mr. Donenberg, his annual base salary at the time of termination;

•

continued term life and disability insurance at our expense, which, in the case of Mr. Simes, would be for a period of one year from the date of his termination or the remaining term of his agreement, whichever is longer, and in the case of Mr. Donenberg, would be for a period of one year from the date of his termination, unless in either case the executive obtains full-time employment;

•

continued participation by the executive and his family at our expense in our group health and dental insurance programs, which in the case of Mr. Simes, would be for a period of one year from the date of his termination or the remaining term of his agreement, whichever is longer, and in the case of Mr. Donenberg, would be for a period of one year from the date of his termination, unless in either case the executive becomes eligible to participate in another employer’s corresponding group insurance plans;

•

in the case of Mr. Simes, provision of outplacement services up to a maximum amount of $30,000 and use of an office and reasonable secretarial support for one year, unless Mr. Simes becomes otherwise employed within such period; and

•

payment for all unused vacation days accrued to the date of termination.

In addition, in the event we terminate Mr. Simes’s or Mr. Donenberg’s employment without cause, all outstanding stock options then held by the executive at such time will become immediately exercisable and the executive will have one year from the date following his termination of employment to exercise such options.

Termination by Executive for Good Reason. Under the terms of both employment letter agreements, Mr. Simes or Mr. Donenberg may terminate his agreement upon 30 days written notice to us for “good reason.” For purposes of the agreements, “good reason” means (1) assignment of duties inconsistent with his position or a change in responsibilities, title or office; (2) the failure of us to continue, or the taking of action by us that could adversely affect, benefits plans in which the executive is participating (with some exceptions); (3) reduction of salary or car allowance or failure to increase salary as provided in the agreement; and (4) any other breach by us of the agreement. If Mr. Simes or Mr. Donenberg terminates his agreement for good reason, then we must provide him the payments and benefits described above under “—Termination by BioSante Without Cause.” Under the terms of our equity-based compensation plans, all outstanding stock options then held by the executive at such time will remain exercisable to the extent then exercisable for a period of three months.

Termination in the Event of Death or Permanent Disability. Both employment letter agreements terminate in the event of the executive’s death or permanent disability. In the event of death, the executive’s base salary and car allowance will be terminated as of the end of the month in which the executive’s death occurs. Upon an executive’s “disability,” we can terminate the executive’s employment upon 30 days written notice. For purposes of the agreements, “disability” means an inability, due to illness, accident or any other physical or mental incapacity, to substantially perform the executive’s duties for a period of four consecutive months or for a total of six months in any 12 month period. Upon termination of an executive’s employment due to disability, the executive will be entitled to receive compensation until the later of (1) the date of termination of employment for disability or (2) the date upon which the executive begins to receive long-term disability insurance benefits. In addition, in the event the executive’s employment is terminated as a result of the executive’s death or permanent disability, all outstanding stock options then held by the executive at such time will become immediately exercisable and the executive or his estate will have one year from the date of termination of employment to exercise such options.

Change in Control. Our named executive officers have received stock options granted under the BioSante Pharmaceuticals, Inc. Amended and Restated 1998 Stock Plan and the BioSante Pharmaceuticals, Inc. 2008 Stock Incentive Plan. Under the terms of such plans, such stock options become fully exercisable following a “change in control” of our company, which is defined under the plans as:

•

the sale, lease, exchange or other transfer of all or substantially all of the assets of our company to a corporation that is not controlled by us;

•

the approval by our stockholders of any plan or proposal for the liquidation or dissolution of our company;

•

certain merger or business combination transactions;

•

more than 50 percent of our outstanding voting shares are acquired by any person or group of persons who did not own any shares of common stock on the effective date of the plan; or

•

certain changes in the composition of the Board of Directors.

In order for our executives to receive any other payments or benefits as a result of a change in control of our company, there must be a termination event, such as a termination by us for any reason other than for cause or a termination by the executive for good reason. Such termination event must occur either within the period beginning on the date of the change in control and ending on the last day of the first full calendar month following the second year anniversary date of the change in control or prior to the change in control if the termination of employment was either a condition of the change in control or was at the request or insistence of a person related to the change in control. For purposes of the change in control provisions, the definition of “good reason” is broader than outside the context of change in control and includes: (1) our failure to obtain from any successor the assent to assume the employment letter agreements; (2) any purported termination by us of the executive’s employment that is not properly effected; (3) a requirement that the executive be based at any office or location that is more than 30 miles further from the office or location thereof immediately preceding the change in control; and (4) any termination by the executive of his employment for any reason during the 13th month after the completion of the change in control.

If such a termination event occurs, the executive would be entitled to be paid his annual base salary, car allowance and any out-of-pocket expenses incurred through the date of termination. Additionally, the executive would be entitled to receive:

•

a severance payment, which would be paid in one lump sum equal to, in the case of Mr. Simes, the sum of: (1) two times his annual base salary, plus (2) his most recent annual bonus, plus (3) his maximum annual bonus (100 percent of base salary) for the year in which the change in control occurs, and in the case of Mr. Donenberg, the sum of: (1) 11/2 times his annual base salary, plus his maximum annual bonus (100 percent of base salary) for the year in which the change in control occurs;

	•		substantially the same health, dental, life and disability insurance benefits the executive received prior to his termination for a period of up to 24 months for Mr. Simes and 18 months in the case of Mr. Donenberg;
	•		provision of outplacement services up to a maximum amount of $30,000;
	•		reimbursement for out-of-pocket expenses incurred by the executive on behalf of our company; and
	•		payment for all unused vacation days accrued to the date of termination.

If any payments to an executive under the employment letter agreements or otherwise are considered contingent upon a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, and therefore would constitute a “parachute payment” under the Internal Revenue Code, then such payments either would be reduced to the largest amount as will result in no portion of such payments being subject to the tax imposed by Section 4999 of the Internal Revenue Code or would require the executive to pay any additional 20 percent excise tax on the amount of any parachute payment received, whichever is more beneficial to the executive.

Potential Payments to Named Executive Officers. The table below describes the potential payments to each of our executives in the event of a termination of his employment on December 31, 2009 or a change in control of our company on December 31, 2009. The table below does not include any accrued and unpaid base salary to which the executives also would be entitled.

														Termination				Change in
						Termi-				Termina-				Without				Control				Change in
						nation				tion Upon				Cause or				(No				Control
				Executive Benefits		For				Death or				for Good				Termination				(Termination
Name				and Payments		Cause				Disability				Reason				Event)				Event)
Stephen M. Simes				Severance Payment		$	0			$	0			$	429,640			$	0			$	1,527,920
				Unvested and Accelerated Stock Options(1)(2)			0				0				0				0				0
				Term Life and Disability Insurance(3)			0				0				14,162				0				28,324
				Group Health and Dental Plan Benefits(4)			0				0				20,819				0				20,819
				Accrued but Unpaid Vacation			134,126				134,126				134,126				0				134,126
				Outplacement Services			0				0				30,000				0				30,000
				Office Space and Administrative Services(5).			0				0				36,000				0				0
				Total:		$	134,126			$	134,126			$	664,747			$	0			$	1,741,189

														Termination				Change in
						Termi-				Termina-				Without				Control				Change in
						nation				tion Upon				Cause or				(No				Control
				Executive Benefits		For				Death or				for Good				Termination				(Termination
Name				and Payments		Cause				Disability				Reason				Event)				Event)
Phillip B. Donenberg				Severance Payment		$	0			$	0			$	232,140			$	0			$	580,350
				Unvested and Accelerated Stock Options(1)(2)			0				0				0				0				0
				Term Life and Disability Insurance(3)			0				0				6,057				0				9,086
				Group Health and Dental Plan Benefits(4)			0				0				20,819				0				20,819
				Accrued but Unpaid Vacation			28,607				28,607				28,607				0				28,607
				Outplacement Services			0				0				0				0				30,000
				Total:		$	28,607			$	28,607			$	287,623			$	0			$	668,862

Required Resignations; Confidentiality and Other Provisions. Pursuant to the terms of the employment letter agreements, Mr. Simes and Mr. Donenberg have agreed upon any termination of their employment to resign from any and all director, officer, trustee, agent and any other positions with our company or our affiliates, such as our employee benefit plans. In addition, certain terms of their agreements will survive any termination of their employment, including the assignment of inventions and confidentiality provisions and in the event of certain terminations, portions of the non-competition provisions. Finally, any payments made to Mr. Simes and Mr. Donenberg as a result of a “separation of service” under the non-qualified deferred compensation rules of Section 409A under the Internal Revenue Code will be suspended for six months, if necessary.

RELATED PERSON RELATIONSHIPS AND TRANSACTIONS

Merger with Cell Genesys, Inc.

On October 14, 2009, we completed a merger with Cell Genesys, Inc. Pursuant to the terms of an agreement and plan of merger, dated as of June 29, 2009, among us and Cell Genesys, Inc., Cell Genesys, Inc. merged with and into us, with our company continuing as the surviving company.

At the effective time of and as a result of the merger, each share of common stock of Cell Genesys issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.1828 of a share of our common stock. No fractional shares of our common stock were issued in connection with the merger, and holders of Cell Genesys common stock were entitled to receive cash in lieu thereof. In addition, under the terms of the merger agreement, all options to purchase shares of Cell Genesys common stock, other than certain designated options held by Cell Genesys’s current officers, became fully vested and exercisable until immediately prior to the effective time of the merger. Upon the effective time of the merger, such unexercised options other than the certain undesignated options terminated. The certain designated options were assumed by us and remain outstanding following the merger, but converted into and became options to purchase shares of our common stock on terms substantially identical to those in effect prior to the merger, except for adjustments to the underlying number of shares and the exercise price based on the exchange ratio used in connection with the merger. In the aggregate, we issued approximately 20.2 million shares of our common stock to former Cell Genesys stockholders in connection with the merger. The issuance of our common stock to the Cell Genesys stockholders in connection with the merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-161181), initially filed by us with the Securities and Exchange Commission on August 7, 2009 and declared effective on August 21, 2009.

At the time of the Cell Genesys transaction, Stephen A. Sherwin, M.D. and John T. Potts, Jr., M.D., each of whom are current members of our Board of Directors, served on the Cell Genesys board of directors, and received the same consideration in the merger in exchange for their Cell Genesys shares of common stock as other Cell Genesys stockholders, as described in the table below.

		Cell Genesys Shares				BioSante Shares
		(Prior to the Merger)				(Upon Completion of the Merger)
Name		Shares of Common Stock				Shares of Common Stock
Stephen A. Sherwin, M.D.			504,621				92,244	(1)
John T. Potts, Jr., M.D.			30,536				5,581	(2)

Upon completion of our merger with Cell Genesys on October 14, 2009, Dr. Sherwin’s unvested options to purchase 268,229 shares of Cell Genesys common stock, with exercise prices ranging from $1.84 to $6.73 per share, immediately vested and became exercisable. In addition, as a result of the merger, we assumed the following options held by Dr. Sherwin, which converted into and became options to purchase shares of BioSante common stock on terms substantially identical to those in effect prior to the merger, except for adjustments to the underlying number of shares and the exercise price based on the exchange ratio as reflected in the table below:

Cell Genesys Options										BioSante Options
Before the Merger										After the Merger
Grant		Number of Cell				Exercise Price				Number of				Exercise Price
Date		Genesys Shares				per Share				BioSante Shares				per Share
2/6/2008			55,260			$	1.84				10,101			$	10.07
2/6/2008			319,740				1.84				58,448				10.07
2/7/2007			27,761				3.07				5,074				16.80
2/7/2007			72,239				3.07				13,205				16.80
2/7/2006			18,633				6.07				3,406				33.21
2/7/2006			41,367				6.07				7,561				33.21
2/3/2005			100,248				6.73				18,325				36.82
2/3/2005			12,252				6.73				2,239				36.82