Table of Contents

Table of Contents

111 Barclay Boulevard

Lincolnshire, Illinois 60069

April 11, 2011

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 Thursday, May 26, 2011, 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,

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.

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2011

To the Stockholders of BioSante Pharmaceuticals, Inc.:

The Annual Meeting of Stockholders of BioSante Pharmaceuticals, Inc., a Delaware corporation, will be held on Thursday, May 26, 2011, 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 seven 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. Second 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, 2011.

4.                                     To hold an advisory vote on executive compensation.

5.                                     To hold an advisory vote on the frequency of an executive compensation advisory vote.

6.                                     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 1, 2011 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 May 16, 2011 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.

Table of Contents

TABLE OF CONTENTS

Table of Contents

ii

Table of Contents

iii

Table of Contents

111 Barclay Boulevard

Lincolnshire, Illinois 60069

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS

May 26, 2011

The Board of Directors of BioSante Pharmaceuticals, Inc. is soliciting your proxy for use at the 2011 Annual Meeting of Stockholders to be held on Thursday, May 26, 2011.  The Board of Directors expects to make available to our stockholders beginning on or about April 11, 2011 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 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 Thursday, May 26, 2011, at 9:00 a.m., local time, at our corporate office located at 111 Barclay Boulevard,

1

Table of Contents

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 1, 2011 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 93,590,612 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 Wednesday, May 25, 2011.  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.

For Proposal No. 1—Election of Directors, you may:

·                  Vote FOR all seven of the nominees for director,

·                  WITHHOLD your vote from all seven of the nominees for director or

2

Table of Contents

·                  WITHHOLD your vote from one or more of the seven nominees for director that you designate.

For Proposal No. 2—Approval of BioSante Pharmaceuticals, Inc. Second Amended and Restated 2008 Stock Incentive Plan, Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm and Proposal No. 4—Executive Compensation Advisory Vote, you may:

·                  Vote FOR the proposal,

·                  Vote AGAINST the proposal or

·                  ABSTAIN from voting on the proposal.

For Proposal No. 5—Advisory Vote on the Frequency of Executive Compensation Advisory Vote, you may vote for a frequency of every year, every two years or every three years, or you may abstain from voting on the proposal.

If you send in your proxy card or use Internet or telephone voting, but you do not specify how you want to vote your shares, the proxies will vote your shares FOR all seven of the nominees for director in Proposal No. 1— Election of Directors, FOR Proposal No. 2— Approval of BioSante Pharmaceuticals, Inc. Second Amended and Restated 2008 Stock Incentive Plan, FOR Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm, FOR Proposal No. 4—Executive Compensation Advisory Vote and for a frequency of every THREE YEARS on Proposal No. 5—Advisory Vote on the Frequency of Executive Compensation Advisory Vote.

How the Board of Directors Recommends that You Vote

The Board of Directors unanimously recommends that you vote:

·                  FOR all seven of the nominees for director in Proposal No. 1—Election of Directors;

·                  FOR Proposal No. 2—Approval of BioSante Pharmaceuticals, Inc. Second Amended and Restated 2008 Stock Incentive Plan;

·                  FOR Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm;

·                  FOR Proposal No. 4—Executive Compensation Advisory Vote; and

·                  for a frequency of every THREE YEARS on Proposal No. 5—Advisory Vote on the Frequency of Executive Compensation Advisory Vote.

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;

3

Table of Contents

·                  Sending written notice of revocation to our Corporate Secretary; or

·                  Attending the Annual Meeting and voting by ballot.

If you hold your shares through a broker, bank or other nominee, you may revoke your proxy by following instructions your broker, bank or other nominee provides.

Quorum Requirement

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority (46,795,307 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” and “broker non-votes” are 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.  If there is not a quorum, a majority of the shares present at the annual meeting may adjourn the annual meeting to a later date as discussed below under “Discretionary Voting and Adjournments.”

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the following vote is required for each of the following matters:

·                  Proposal No. 1—Election of Directors requires the affirmative vote of a plurality 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.

·                  Proposal No. 2— Approval of BioSante Pharmaceuticals, Inc. Second Amended and Restated 2008 Stock Incentive Plan 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. Second Amended and Restated 2008 Stock Incentive Plan requires the affirmative vote of a majority of the total votes cast on the proposal.

·                  Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm requires the affirmative vote of a majority 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.

·                  Proposal No. 4—Executive Compensation Advisory Vote requires the affirmative vote of a majority 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.  Although this is a non-binding, advisory vote, our Compensation Committee and Board expect to take into account the outcome of the vote when considering future executive compensation decisions.

4

Table of Contents

·                  Proposal No. 5— Advisory Vote on the Frequency of Executive Compensation Advisory Vote will be decided by the affirmative vote of a plurality of 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.  A “plurality” for Proposal No. 5 means the choice of frequency that receives the greatest number of votes cast. Although this is a non-binding, advisory vote, our Compensation Committee and Board expect to take into account the outcome of the vote when considering the frequency of future executive compensation advisory votes.

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 only routine matter to be submitted to our stockholders at the Annual Meeting is Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm.  None of our other four proposals are routine matters.  Accordingly, if you do not direct your broker how to vote for a director in Proposal No. 1 or how to vote for Proposal No. 2, Proposal No. 4 or Proposal No. 5, your broker may not exercise discretion and may not vote your shares on that proposal.

For purposes of Proposal No. 1, Proposal No. 2, Proposal No. 4 and Proposal No. 5, 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 No. 1, a vote “For” or “Against” Proposal No. 2 or Proposal No. 4 or a vote for a frequency of every year, every two years or every three years in Proposal No. 5; 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, except for Proposal No. 5, where the abstention will have no effect on the outcome of the vote.

Who Will Count the Votes

Phillip B. Donenberg, our Senior Vice President of Finance, Chief Financial Officer and Secretary will tabulate stockholder votes and act as our independent inspector of elections for the Annual Meeting.

Discretionary Voting and Adjournments

We currently are unaware of any business to be acted upon at the Annual Meeting other than that described in this proxy statement. If, however, other matters properly are brought before the Annual Meeting, or any adjournment or postponement of the Annual Meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your common stock or class C special stock or act on those matters according to their best judgment, including to adjourn the Annual Meeting.

Adjournment of the Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of common stock and class C special stock, voting together as a single class, representing a majority of the votes present in person or by proxy at the Annual Meeting, whether or not a quorum exists, without further notice other than by an announcement made at the Annual Meeting.

5

Table of Contents

STOCK OWNERSHIP

Significant Common Stockholders

The table below 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.

6

Table of Contents

Directors and Executive Officers

The table below sets forth information known to us regarding the beneficial ownership of each class of our capital stock as of April 1, 2011 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 April 1, 2011.  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 April 1, 2011 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 table below 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.

7

Table of Contents

8

Table of Contents

Significant Class C Stockholders

The table below sets forth information as to each individual or entity that to our knowledge is a beneficial owner, as defined by the SEC’s rules and regulations, of more than five percent of our outstanding class C special stock.

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, 2010, 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, 2010.

9

Table of Contents

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 seven, effective as of the date of the Annual Meeting.

Nominees for Director

The Board of Directors has nominated the following seven 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

·                  Ross Mangano

·                  Edward C. Rosenow III, M.D.

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

·                  Stephen A. Sherwin, M.D.

Peter Kjaer, a current director, is not standing for re-election at our 2011 annual meeting of stockholders.  Mr. Kjaer will continue to serve as a director of our company until the 2011 annual meeting of stockholders.  The Board of Directors thanks Mr. Kjaer for his many years of service to the Board.

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

Board Designation Rights

Under an 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.

Information About Current Directors and Board Nominees

The table below sets forth certain information that has been furnished to us by each current director and each individual who has been nominated by the Board of Directors to serve as a director of our company.  Peter Kjaer is not standing for re-election at our 2011 annual meeting of stockholders.

10

Table of Contents

(1)          Member of the Audit and Finance Committee

(2)          Member of the Compensation Committee

(3)          Member of the Nominating and Corporate Governance Committee

Additional Information About Current Directors and Board Nominees

The paragraphs below provide information about each current director and 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 served as a director during the past five years.  We believe that all of our current directors and 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 director and 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 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

11

Table of Contents

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.  Dr. Sullivan previously served on the boards of directors of Inhibitex, Inc., 3M Corp., Bristol-Myers Squibb Company, Cigna Corporation and Georgia Pacific Corp.

Dr. Sullivan is an experienced public company director having served as a member of the boards of directors of several large and small public companies.  As such, Dr. Sullivan contributes an enhanced knowledge of public company requirements and issues to our Board of Directors, including corporate governance matters, which are specifically relevant to his role as our Chairman of the Board and as a member of our Nominating and Corporate Governance Committee, and executive compensation matters, which are relevant to his role as Chair of our Compensation Committee.  As our longest serving director having served as a director of our company for over 14 years, Dr. Sullivan has a deep and meaningful knowledge of our company, business and industry, all of which we believe is helpful and gives important perspective to our Board of Directors.  Finally, Dr. Sullivan is a medical doctor and thus adds medical expertise to our Board of Directors.

Stephen M. Simes has served as our Vice Chairman, President and Chief Executive Officer and a director of our company since 1998.  From 1994 to 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.

We believe Mr. Simes’s qualifications to serve as a member of our Board of Directors include his extensive depth of knowledge of our company, business, management and employees and our company’s day-to-day operations which he has gained through his position as President and Chief Executive Officer of our company for over 13 years.  As both a member of our executive team and Board of Directors, Mr. Simes provides a critical link between management and our Board of Directors, enabling our Board of Directors to perform its oversight function with the benefits of management’s perspectives on the business.  In addition, Mr. Simes’s extensive experience and knowledge of the pharmaceutical industry as a result of his previous executive positions with other pharmaceutical companies, as well as our company, and his involvement with the pharmaceutical industry for over 35 years add tremendous value to our Board of Directors.  Mr. Simes has substantial U.S. Food and Drug Administration (FDA) regulatory and licensing experience which he has gained through his prior positions with other pharmaceutical companies and experience with our company, and which has been particularly important to our company and his service on our Board of Directors.

Fred Holubow has been a director of our company since 1999.  Since 2001, Mr. Holubow has been a Managing Director of William Harris Investors, Inc., a registered investment advisory firm.  From 1982 to 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 previously served on the boards of directors of Micrus

12

Table of Contents

Endovascular Corporation, ThermoRetec Corporation, Savient Pharmaceuticals, Inc. (formerly Bio-Technology General Corp.), Gynex Pharmaceuticals, Inc. and Unimed Pharmaceuticals, Inc.

We believe Mr. Holubow’s qualifications to serve as a member of our Board of Directors include his significant experience of analyzing and investing in pharmaceutical and biotechnology companies both in his current position as Managing Director of William Harris Investors and in his prior position as Vice President of Pegasus Associates.  In addition, through his experience of serving on the boards of directors and more specifically the audit committees of several other public companies, Mr. Holubow has developed a substantial financial and accounting expertise with pharmaceutical and biotechnology companies, which he contributes to our Board of Directors and more specifically to our Audit and Finance Committee in his role as Chair of our Audit and Finance Committee.

Peter Kjaer has been a director of our company since 1999.  Mr. Kjaer has been President and Chief Executive Officer of Jet-Asia Ltd., a Hong Kong-based aircraft and management company, since 1996.

We believe Mr. Kjaer’s qualifications to serve as a member of our Board of Directors include his general business experience.   Peter Kjaer is not standing for re-election at our 2011 annual meeting of stockholders.

Ross Mangano has been a director of our company since 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 serve as a member of our Board of Directors include his significant general business experience as President of Oliver Estate, Inc. and his significant experience analyzing and investing in public and private companies.  In addition, we believe Mr. Mangano provides our Board of Directors valuable business, leadership and management experience and insights into many aspects of our business.  Mr. Mangano is President of JO & Co., which is a significant stockholder of our company, and controls all voting and investment power with respect to shares of our common stock held by JO & Co., which we believe gives him and our Board of Directors the perspective of a significant stockholder in making decisions.

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. 

13

Table of Contents

During the past five years, Dr. Potts previously served on the boards of directors of Cell Genesys, Inc. and Celltaxsys.

We believe Dr. Potts’s qualifications to serve as a member of our Board of Directors include his prior experience as a director of Cell Genesys, Inc. and his familiarity with our cancer vaccines and the other technologies we acquired as a result of our merger with Cell Genesys.  Dr. Potts is a well accomplished endocrinologist and thus has significant experience and interest in the industry in which our company participates.

Edward C. Rosenow, III, M.D. has been a director of our company since 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.  In 1994, Dr. Rosenow received the Mayo Distinguished Clinician Award.  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.  In 2009, he received the Plummer Society Award for Excellence in Medicine.

We believe Dr. Rosenow’s qualifications to serve as a member of our Board of Directors include his significant prior experience as a medical doctor and his interest in the industry in which our company participates.  As our second longest serving director having served as a director of our company for over 13 years, Dr. Rosenow has a deep and meaningful knowledge of our company, business and industry, all of which we believe is helpful to our Board of Directors.

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 and a director of Cell Genesys, Inc. from the beginning of company operations in 1990 to October 2009 and as chairman of the board from 1994 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 (BIO).  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 board of directors of Cell Genesys, Inc.

We believe Dr. Sherwin’s qualifications to serve as a member of our Board of Directors include his prior experience as chief executive officer of Cell Genesys, Inc. and his familiarity with our cancer vaccines and other technologies we acquired from Cell Genesys.  Dr. Sherwin has extensive knowledge of the life sciences industry and brings to our Board of Directors more than 25 years of

14

Table of Contents

experience in senior leadership positions at large and small publicly traded life sciences companies and as chairman of the board of BIO.  Dr. Sherwin’s medical expertise in internal medicine and oncology provides a unique contribution to our Board of Directors.  As an experienced public company director and executive, Dr. Sherwin contributes an enhanced knowledge of public company requirements and issues, including corporate governance matters, which are specifically relevant to his role as Chair of our Nominating and Corporate Governance Committee, and executive compensation matters, which are relevant to his service as a member of our Compensation Committee.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the election of all of the seven nominees for director named in the proxy statement.

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.

15

Table of Contents

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.

16

Table of Contents

Board Leadership Structure

The Board of Directors believes that our stockholders are best served if the Board of Directors retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time.  Accordingly, 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.

Executive Sessions

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.  Dr. Sullivan as our Chairman of the Board presides over these executive sessions and serves as a liaison between the independent directors and our President and Chief Executive Officer.

Board Meetings and Attendance

The Board of Directors held seven meetings during 2010.  All of our directors, attended 75 percent or more of the aggregate meetings of the Board of Directors and all committees on which they served during 2010.

Board Committees

The Board of Directors has three standing committees:  Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of these committees has the composition and responsibilities described below.  The Board of Directors from time to time may 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.

17

Table of Contents

The table below summarizes the current membership of each of our three standing board committees.

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 and 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

18

Table of Contents

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 former 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 four times during 2010.  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-Related Matters” and “Proposal No. 3—Ratification of Selection of Independent Registered Public Accounting Firm” sections of this proxy statement.

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;

·                  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; and

·                  reviewing and discussing with our President and Chief Executive Officer and reporting periodically to the Board of Directors plans for executive officer development and corporate succession plans for the President and Chief Executive Officer and other key executive officers and employees.

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.

19

Table of Contents

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.

In December 2010, the Board of Directors delegated to the Compensation Committee the authority to determine annual discretionary performance bonuses for our executive officers for 2010, annual base salaries for 2011 and annual stock option grants for 2011.  The Board of Directors decided to delegate these matters since there was a full discussion of such matters at the regular Board meeting in December and it made sense at the time to delegate the final decisions to the Compensation Committee in order to streamline the process.

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 input from other executives 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 an independent compensation consultant, BDO Seidman, LLP, to assist the Compensation Committee and the Board of Directors in determining base salaries and option grants for 2010 and an independent compensation consultant, Radford, an Aon Consulting Company, to assist the Compensation Committee and Board of Directors in determining annual bonuses for 2010 and executive compensation for 2011.  Neither BDO Seidman nor Radford provided

20

Table of Contents

other services to management during the time they provided services to the Compensation Committee.  Radford’s current engagement with the Compensation Committee includes reviewing and advising on all significant aspects of executive compensation.  This includes base salaries, bonuses and equity awards, as well as severance and change in control arrangements.  During 2010, at the request of the Compensation Committee, Radford recommended a peer group of 20 other life-sciences 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 either BDO Seidman or Radford prior to most of the Compensation Committee meetings held in 2010.  A representative of BDO Seidman or Radford also was invited to attend several meetings of the Compensation Committee and Board of Directors during 2010.  Both BDO Seidman and Radford were 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.  Neither BDO Seidman nor Radford provided any services to our company other than those for which it was retained by 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 consider 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 and anticipated ability to raise any necessary additional financing.  For information on the compensation of our named executive officers, please refer to the “Executive Compensation” section of this proxy statement.

Meetings and Other Information.  The Compensation Committee met 11 times during 2010.

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.

21

Table of Contents

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.

At the end of 2010, the Nominating and Corporate Governance Committee engaged Radford, a compensation consulting firm, to conduct a competitive assessment to assist the Nominating and Corporate Governance Committee in formulating its recommendations regarding and the Board of Directors in determining director compensation.  Radford 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 chairs and Board committee chairs and members.  The assessment was based on the practices of the 20 peer group companies used to evaluate the market competitiveness of our executive compensation program.  We refer you to the information under the heading “Executive Compensation—Summary of Cash and Other Compensation—Use of Peer Group Data” later in this proxy statement for a listing of the 20 peer companies.

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 consider the recommendations of Radford, but also other factors, such as its own views as to the form and amount of compensation to be paid, the peer group data provided by Radford, the current and anticipated time demands placed on directors and other factors that may be relevant.

In February 2011, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved certain changes to our director compensation program as described under the heading “Director Compensation—Overview” later in this proxy statement.

Composition.  The composition of the Nominating and Corporate Governance Committee changed in December 2010.  The current members of the Nominating and Corporate Governance Committee are Dr. Sullivan, Mr. Holubow, Mr. Mangano and Dr. Sherwin.  Dr. Sherwin is the chair of the Nominating and Corporate Governance Committee.  During most of 2010, Dr. Sullivan, Mr. Holubow, Mr. Kjaer, Mr. Mangano and Mr. Rosenow were members of the Nominating and Corporate Governance Committee and Dr. Sullivan was the chair.  Each of the four 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 three times during 2010.  Additional information regarding the Nominating and Corporate Governance

22

Table of Contents

Committee is disclosed under the “—Director Nominations Process” and “Director Compensation—Overview” sections of this proxy statement.

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.  After completing the Director Nominations Process in early 2011, it was the unanimous recommendation of the Nominating and Corporate Governance Committee that based on his other commitments and priorities Mr. Kjaer not stand for re-election to the Board of Directors at the Annual Meeting.

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

23

Table of Contents

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

24

Table of Contents

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 long-term and short-term 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.

25

Table of Contents

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 2010, except Dr. Potts.

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 400, 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.

26

Table of Contents

DIRECTOR COMPENSATION

Summary of Cash and Other Compensation

The table below provides summary information concerning the compensation of each individual who served as a director of our company during the year ended December 31, 2010, 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 - 2010

(1)        On March 31, 2010, each of our non-employee directors received an option to purchase 10,000 shares of our common stock at an exercise price of $1.79 per share granted under the BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan, the material terms of which are described in more detail under the heading “Executive Compensation — Grants of Plan-Based Awards — BioSante Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan.”  In addition, Dr. Sullivan, as Chairman of the Board, received an option to purchase an additional 5,000 shares of our common stock.  Such options expire on March 30, 2020 and vested in full on March 31, 2011.  Amounts reported in the “Option Awards” column represent the aggregate grant date fair value for option awards granted to each director in 2010 computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.  The grant date fair value is determined based on our Black-Scholes option pricing model.  The grant date fair value per share for the options granted on March 31, 2010 was $1.21 and was determined using the following specific assumptions:  risk free interest rate:  2.89%; expected life:  6 years; expected volatility:  75.72%; and expected dividend yield:  0%.

(2)        The following table provides information regarding the aggregate number of options to purchase shares of our common stock outstanding at December 31, 2010 and held by each of the directors listed in the table:

(a)        Of the total number of options held by Dr. Sherwin, options to purchase an aggregate of 118,359 shares of our common stock at a weighted average exercise price of $17.90 were granted under equity-based compensation plans of Cell Genesys, Inc. and assumed by us in our October 2009 merger with Cell Genesys.

(3)        We do not provide perquisites or other personal benefits to our directors.

27

Table of Contents

Overview of Director Compensation Program

As described in more detail under the heading “Corporate Governance—Nominating and Corporate Governance Committee—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 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 final decisions regarding such compensation.  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.”

The principal elements of our director compensation program for 2010 included:

·                  annual cash retainers;

·                  meeting fees; and

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

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.

Recent Changes to Director Compensation Program

The Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, reviewed our director compensation program and made several changes to the program in February 2011.

As described in more detail under the heading “Corporate Governance— Nominating and Corporate Governance Committee—Processes and Procedures for Determination of Director Compensation,” the Nominating and Corporate Governance Committee engaged Radford, a compensation consulting firm, at the end of 2010 to conduct a competitive assessment of director compensation of companies in our industry sector to assist the Nominating and Corporate Governance Committee in reviewing our director compensation program.  Our industry sector is defined as a peer group of 20 other publicly-held life science companies in late stage clinical development and/or the FDA approval process, with market capitalizations, revenues and organization sizes similar to ours. Almost all of the members of our peer group at the time our peer group was created had a market capitalization between $50 million and $450 million, revenue of less than $125 million and an organization size of under 300 employees.  We use the same peer group for purposes of analyzing our executive compensation.  We refer you to the information under the heading “Executive Compensation—Overview—Use of Peer Group Data” for the names of the companies in our peer group and for additional information regarding the peer group.

Radford conducted an assessment of the following director pay elements: cash compensation, including annual retainers and meeting fees; equity grants, including stock options; and additional Board and Board committee chair and member compensation. In determining director compensation,

28

Table of Contents

the Nominating and Corporate Governance Committee targets total compensation and each element of compensation at the 50th percentile of our peer group.  According to the findings of Radford:

·                  our average total direct compensation for our non-employee directors was below the peer 50th percentile;

·                  our baseline Board member cash compensation, which similar to 55 percent of our peer companies, consists of an annual Board retainer plus Board meeting fees, was below the peer 50th percentile;

·                  additional cash provided to our Board committee chairs and members was below the peer 50th percentile; and

·                  our initial and annual equity grants were below the peer 50th percentile in long-term incentive value delivered and in total shares granted as a percent of company.

The changes to our director compensation approved by the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, in February 2011 are described below.  As a result of the changes to our director compensation,

·                  our average total direct compensation for our non-employee directors is still below the peer 50th percentile;

·                  our baseline Board member cash compensation, which consists of an annual Board retainer plus Board meeting fees, is slightly below the peer 50th percentile;

·                  additional cash provided to our Board committee chairs and members is either between the peer 50th percentile and peer 75th percentile, or in some cases, above the peer 75th percentile; and

·                  our initial and annual equity grants are below the peer 50th percentile in terms of long-term incentive value delivered but between the peer 50th percentile and 75th percentile in terms of total shares granted as a percent of company.

Both the Board of Directors and Nominating and Corporate Governance Committee recognize that the additional cash provided to our Board committee chairs and members is above the targeted peer 50th percentile and that our initial and annual equity grants while below the peer 50th percentile in terms of long-term incentive value delivered are between the peer 50th percentile and 75th percentile in terms of total shares granted as a percent of company.  In approving such components, the Board of Directors and Nominating and Corporate Governance Committee considered:

·                  the fact that our average total direct compensation per director and certain other components of our revised director compensation program are still below the peer 50th percentile;

·                  the increasing amount of workload delegated to and performed by our Board committee chairs and members;

·                  the intent that our revised director compensation program apply during both 2011 and 2012; and

29

Table of Contents

·                  the peer market data is based on 2009 peer group practices, and according to Radford, a number of our peer companies have increased their director compensation since 2009, which means that our revised director compensation likely will be at the 50th percentile in the near future in light of such increases.

Cash Compensation

The cash compensation paid to our non-employee directors consists of annual Board and Board committee cash retainers and meeting fees.

The table below sets forth the annual cash retainers paid to our non-employee directors during 2010 and the annual cash retainers to be paid during 2011 effective February 23, 2011:

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.

The table below sets forth the per meeting fees paid to our non-employee directors during 2010 and the per meeting fees to be paid during 2011 effective February 23, 2011:

30

Table of Contents

Stock Options

Each of our non-employee directors receives an automatic grant of options to purchase shares of our common stock upon the director’s initial election to the Board of Directors and on an annual basis on the last business day of March each year.  In addition, our Chairman of the Board receives an additional automatic option grant.  The options have a ten-year term and an exercise price equal to the fair market value of our common stock on the grant date.  The initial options vest and become exercisable in four equal annual installments and the annual options vest and become exercisable in full on the one-year anniversary of the grant date.  The table below sets forth the number of options granted to each of our non-employee directors as initial and annual grants during 2010 and 2011 and the additional option grant to our Chairman of the Board:

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, 2010.  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, 2010.  Information regarding stock option grants to Mr. Simes during the year ended December 31, 2010 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, 2010 is set forth under the heading “Executive Compensation—Outstanding Equity Awards at Fiscal Year End.”

Under the terms of our stock option agreements, upon a director’s termination of service with our company, other than for cause, such director’s vested and outstanding options as of such date remain vested and outstanding for a period of three months and all non-vested options terminate.  Depending upon the circumstances of a director’s separation of service with our company, however, we may change these terms, although any adverse change would require the consent of the director.  In February 2011, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved an amendment to Mr. Kjaer’s outstanding stock options effective as of his last day of service as a director of our company to extend his post-separation of service exercise period from three months to one year (but no later than the original expiration date of the options).  The Board of Directors decided to extend the exercise period of Mr. Kjaer’s stock options in light of his over 10 years of service as a member of our Board of Directors.

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.

31

Table of Contents

EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

The table below 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, 2010, 2009 and 2008 and our only other executive officer during the year ended December 31, 2010.  We did not have any other executive officers as of December 31, 2010.  We refer to the three individuals named in the table below as our “named executive officers” or our “executives” in this proxy statement.

SUMMARY COMPENSATION TABLE - 2010

(1)          For 2010, includes $34,731, $19,885 and $26,154 paid to Mr. Simes, Mr. Donenberg and Dr. Snabes, respectively, for unused accrued vacation time.  We refer you to the information under the heading “— Payout of Certain Accrued Vacation Balances” for more information regarding these payments.  In addition, we refer you to the information under the heading “— Base Salaries” for a discussion of the factors taken into consideration by the Board of Directors in determining the base salaries for each executive.

(2)          Represents discretionary performance cash bonuses earned in year as indicated, but in the case of some years, paid during the following year.  We refer you to the information under the heading “— Annual Discretionary Performance Bonus” for a discussion of the factors taken into consideration by the Board of Directors in determining the amount of discretionary annual cash bonus paid to each executive.

(3)          Amounts reported in the “Option Awards” column represent the aggregate grant date fair value for option awards granted to each named executive officer during each of the years presented, as computed in accordance with FASB ASC Topic 718.  The grant date fair value is determined based on our Black-Scholes option pricing model.  The following table sets forth the specific assumptions used in the valuation of each such option award:

(4)          The amounts shown in the “All Other Compensation” column for 2010 include the following with respect to each named executive officer:

32

Table of Contents

(a)          Based on 50 percent of the amount the named executive officer voluntarily contributed to the plan.

(b)         Includes reimbursement for premiums paid by the named executive officer for long-term disability insurance and for supplemental term life insurance.

(c)          Based on the named executive officer’s tax rate at the time the premium was paid.

(5)          Dr. Snabes was promoted to an executive officer in August 2010 and was not a named executive officer in 2009 or 2008; and therefore, information on his compensation for those fiscal years is not included.

Compensation Philosophy and Target Positioning.  During 2010, the Compensation Committee approved an executive compensation philosophy and target positioning.  Our executive compensation program is designed to:

·                  Attract and retain executives important to the success of our company and the creation of value for our stockholders;

·                  Motivate our executives to achieve company and individual performance objectives and create stockholder value; and

·                  Reward our executives for the achievement of company and individual performance objectives, the creation of stockholder value in the short and long term and their contributions, in general, to the success of our company.

In order to achieve these objectives, the Compensation Committee targets base compensation and total compensation at the 50th percentile of companies in our peer group.  The Compensation Committee believes that median positioning attracts and retains executive talent, but at the same time recognizes our company’s cost structure, especially with respect to fixed base compensation. The actual target compensation for each individual executive may be higher or lower than the targeted market position based on the individual’s skills, experience, contribution, performance, tenure or other factors that the Compensation Committee may take into account that are relevant to the individual executive.

Use of Peer Group Data.  During 2010, the Compensation Committee engaged Radford to conduct an executive compensation competitive assessment of the base salaries, annual bonus opportunity, total cash compensation, stock options and total direct compensation paid to our executive officers in comparison to similar executives of other companies in our peer group.  The Compensation Committee used this information to assist it in determining the amount of base salary, annual incentive compensation, total compensation and the form and amount of long-term equity-based incentive compensation to pay our executives.

During 2010, the Compensation Committee worked with Radford to define a peer group of 20 other publicly-held life science companies in late stage clinical development and the FDA approval process, with market capitalizations, revenues and organization sizes similar to ours. Almost all of the members of our peer group at the time the peer group was created had a market capitalization between $50 million and $450 million, revenue of less than $125 million and an organization size of under 300 employees. We use the same peer group for purposes of analyzing our director compensation.

33

Table of Contents

The companies in our peer group include:

In reviewing benchmarking data, the Compensation Committee recognizes that benchmarking may not always be appropriate as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to our company.  Nevertheless, the Compensation Committee believes that gathering this information is an important part of its compensation-related decision-making process.  The Compensation Committee believes that compensation paid by peer group companies is representative of the compensation required to attract, retain and motivate our executive talent.  However, where a sufficient basis for comparison does not exist between the peer group data and an executive, the Compensation Committee gives less weight to the peer group data.  For example, relative compensation benchmarking analysis does not consider individual specific performance or experience.

Executive Compensation Components.  The principal elements of our executive compensation program for 2010 were:

·                  base salary;

·                  short-term cash incentive compensation, in the form of an annual discretionary performance cash bonus;

·                  long-term equity-based incentive compensation, in the form of stock options; and

·                  other compensation arrangements, such as benefits made generally available to our other employees, limited executive benefits and perquisites, and severance and change in control arrangements.

In determining the form of compensation to pay our named executive officers, the Compensation Committee views these elements of our executive compensation program as related but distinct.  The Compensation Committee does not believe that significant compensation derived by an executive from one element of our compensation program should necessarily result in a reduction in the amount of compensation the executive receives from other elements. At the same time, the Compensation Committee does not believe that minimal compensation derived from one element of compensation should result necessarily in an increase in the amount the executive should receive from one or more other elements of compensation.

Except as described below, the Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.  However, the Compensation Committee’s philosophy is to make a greater percentage of an executive’s compensation performance-based, and therefore at risk, as the executive’s position and responsibility increases given the influence more senior level executives generally have on

34

Table of Contents

company performance.  Thus, individuals with greater roles and responsibilities associated with achieving our company’s objectives should bear a greater proportion of the risk that those goals are not achieved and should receive a greater proportion of the reward if objectives are met or surpassed. For example, this philosophy is illustrated by the higher cash incentive targets and equity-based awards of our President and Chief Executive Officer as compared to our other two executives.

Total Compensation Mix and Pay for Performance.  The table below illustrates how total compensation for our named executive officers for 2010 was allocated between performance and non-performance based components, how performance based compensation is allocated between short-term and long-term components and how total compensation is allocated between cash-based and equity-based components.