Summary of BIOSANTE PHARMACEUTICALS INC

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 30, 2012, upon recommendation of the Board of Directors, the stockholders of BioSante Pharmaceuticals, Inc. ("BioSante") approved the BioSante Pharmaceuticals, Inc. Third Amended and Restated 2008 Stock Incentive Plan (which is referred to herein as the "Third Amended and Restated 2008 Plan" or in some cases, the "plan").

The material terms of the Third Amended and Restated 2008 Plan are summarized below. The following summary is qualified in its entirety by reference to the full text of the Third Amended and Restated 2008 Plan, a copy of which is attached as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

As used in this report, references to "we," "our," "us," "our company" and similar terms, unless the context otherwise requires, refer to BioSante Pharmaceuticals, Inc.

Purpose. The primary purpose of the Third Amended and Restated 2008 Plan is to advance the interests of our company and stockholders by enabling us to attract and retain qualified individuals through opportunities for equity participation in our company, and to reward those individuals who contribute to the achievement of our economic objectives.

Eligibility. All employees (including officers and directors who also are employees), non-employee directors, consultants, advisors and independent contractors of BioSante, are eligible to receive incentive awards under the plan.

Shares Available for Issuance. The maximum number of shares of our common stock available for issuance under the Third Amended and Restated 2008 Plan is 11,000,000 (prior to any adjustment to reflect the reverse stock split discussed under Item 5.03 of this report), plus the number of shares of common stock subject to incentive awards outstanding under our prior equity-based compensation plan but only to the extent that such outstanding awards are forfeited, expire or otherwise terminate without the issuance of such shares. The number of shares available for issuance under the plan is subject to increase to the extent that we issue shares or incentive awards under the plan in connection with certain merger and acquisition transactions, or assume any plan in a merger or acquisition transaction. However, any available shares in an assumed plan may only be utilized to the extent permitted under the Listing Rules of the NASDAQ Stock Market (or other applicable exchange or market on which our common stock may be traded or quoted).

Shares of our common stock that are issued under the plan or that potentially are issuable pursuant to outstanding incentive awards reduce the number of shares remaining available. All shares so subtracted from the amount available under the plan with respect to an incentive award that lapses, expires, is forfeited or for any reason is terminated, unexercised or unvested and any shares of our common stock that are subject to an incentive award that is settled or paid in cash or any other form other than shares of our common stock will automatically again become available for issuance under the plan. However, any shares not issued due to the exercise of an option by a "net exercise" or the tender or attestation as to ownership of previously acquired shares (as described below), as well as shares covered by a stock appreciation right, to the extent exercised, and shares withheld by us to satisfy any tax withholding obligations will not again become available for issuance under the plan.

Grant Limits. Under the terms of the Third Amended and Restated 2008 Plan no more than 11,000,000 shares (prior to any adjustment to reflect the reverse stock split discussed under Item 5.03 of this report) of our common stock may be issued pursuant to the exercise of incentive options and no more

than 2,000,000 shares (prior to any adjustment to reflect the reverse stock split discussed under Item 5.03 of this report) of our common stock may be issued or issuable in connection with restricted stock grants, stock unit awards, performance awards and stock bonuses.

All of the share limitations in the plan may be adjusted to reflect changes in our corporate structure or shares, as described below. In addition, the limits on the number of shares that may be issued as incentive options will not apply to certain incentive awards granted upon our assumption or substitution of like awards in any merger or acquisition.

Adjustments. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other similar change in our corporate structure or shares, we must adjust:

† the number and kind of securities available for issuance under the plan; and

† in order to prevent dilution or enlargement of the rights of participants, the number, kind and, where applicable, the exercise price of securities subject to outstanding incentive awards.

Administration. The plan will continue to be administered by the Board of Directors or by a committee of the Board. Any such committee will consist of at least two members of the Board, all of whom are "non-employee directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and who are "independent directors" within the meaning of the Listing Rules of the NASDAQ Stock Market (or other applicable exchange or market on which our common stock may be traded or quoted). We expect the Compensation Committee of the Board of Directors will continue to administer the plan. The Board of Directors or the committee administering the plan is referred to as the "committee." The committee may delegate its duties, power and authority under the plan to any of our officers to the extent consistent with applicable Delaware corporate law, except with respect to participants subject to Section 16 of the Securities Exchange Act of 1934.

The committee has the authority to determine all provisions of incentive awards consistent with terms of the plan, including, the eligible recipients who will be granted one or more incentive awards under the plan, the nature and extent of the incentive awards to be made to each participant, the time or times when incentive awards will be granted, the duration of each incentive award, and the restrictions and other conditions to which the payment or vesting of incentive awards may be subject. The committee has the authority to pay the economic value of any incentive award in the form of cash, our common stock or any combination of both, and may amend or modify the terms of outstanding incentive . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On June 1, 2012, BioSante filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Amendment") to effect a 1-for-6 reverse stock split of its common stock and class C special stock, effective at 5:00 p.m., EDT, on June 1, 2012.

As disclosed in Item 5.07 of this report, on May 30, 2012, BioSante's stockholders, by an affirmative vote of at least a majority of the outstanding shares and approximately 80 percent of the votes cast, approved a proposal authorizing BioSante's Board of Directors, in its discretion, to implement a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-10. On May 30, 2012, BioSante's Board of Directors approved the reverse stock split and the 1-for-6 split ratio.

As a result of the reverse stock split, every six shares of BioSante's pre-reverse split common stock and class C special stock will be converted automatically into one share of common stock or class C special stock, as appropriate. No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of BioSante's common stock on June 1, 2012.

As a result of the reverse stock split, proportional adjustments will be made to shares of BioSante's common stock issuable upon exercise or conversion of BioSante's outstanding warrants, stock options, shares of class C special stock and 3.125% senior convertible notes due May 1, 2013 and the applicable per share exercise price or conversion price of such securities in accordance with their terms.

Because the Amendment does not reduce the number of authorized shares of BioSante's common stock and class C special stock in the same proportion as the reverse stock split, the effect of the Amendment is to increase the number of shares of common stock and class C special stock available for issuance relative to the number of shares issued and outstanding. The reverse stock split will not alter the par value of the common stock or class C special stock or modify any voting rights or other terms of the common stock or class C special stock.

The Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Stockholders of BioSante was held on May 30, 2012.

The final results of the stockholder vote on each proposal brought before the meeting were as follows:

Against/ Broker For Withheld Abstain Non-Votes Proposal No. 1-Election of
Directors, Each to Serve for a
Term of One Year
Louis W. Sullivan, M.D. 21,953,441 4,289,587 0 53,735,487 Stephen M. Simes 23,382,934 2,860,094 0 53,735,487 Fred Holubow 23,848,198 2,394,830 0 53,735,487 Ross Mangano 21,517,774 4,725,254 0 53,735,487 John T. Potts, Jr., M.D. 23,923,026 2,320,002 0 53,735,487 Edward C. Rosenow, III, M.D. 21,557,484 4,685,544 0 53,735,487 Stephen A. Sherwin, M.D. 18,592,261 7,650,767 0 53,735,487

Proposal No. 2-Approval of the
BioSante Pharmaceuticals, Inc.
Third Amended and Restated 2008
Stock Incentive Plan 20,417,248 5,227,819 597,961 53,735,487

Proposal No. 3-Approval of
Amendment to BioSante's Restated
Certificate of Incorporation to
Effect Reverse Split at
Discretion of Board of Directors
at a Ratio of Not Less Than
1-for-2 and Not More Than
1-for-10 63,900,611 15,608,499 469,405 0

Proposal No. 4-Ratification of
the Selection of Deloitte &
Touche LLP as BioSante's
independent registered public
accounting firm for the year
ending December 31, 2012 74,818,071 3,760,624 1,399,820 0

Against/ Broker For Withheld Abstain Non-Votes Proposal No. 5-Adjournment of
Annual Meeting, if Necessary, to
Solicit Additional Proxies to
Vote in Favor of Proposal No. 3 63,987,916 15,197,804 792,795 0

Each of the directors in Proposal No. 1 was elected by BioSante's stockholders by the required vote and each of the other proposals was approved by BioSante's stockholders by the required vote.