Form of Warrant


    

      NEITHER
        THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
        SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
        BY SUCH SECURITIES.

       

      BIOSANTE
        PHARMACEUTICALS, INC.

       

      WARRANT

       

      Warrant
        No. «Number»Date
        of
        Original Issuance: July 21, 2006

       

      BioSante
        Pharmaceuticals, Inc.,
        a
        Delaware corporation (the “Company”),
        hereby certifies that, for value received, «Name»
        or its
        registered assigns (the “Holder”),
        is
        entitled to purchase from the Company up to a total of «Shares»
        shares
        of common stock, par value $0.0001 per share (the “Common
        Stock”),
        of
        the Company (each such share, a “Warrant
        Share”
and
        all
        such shares, the “Warrant
        Shares”)
        at an
        exercise price equal to $2.75 per share (as adjusted from time to time as
        provided in Section 9, the “Exercise
        Price”),
        at
        any time and from time to time from and after January 22, 2007 and through
        and
        including October 21, 2011 (the “Expiration
        Date”),
        and
        subject to the following terms and conditions:

       

      1.  Definitions.
        In
        addition to the terms defined elsewhere in this Warrant, capitalized terms
        that
        are not otherwise defined herein shall have the meanings given to such terms
        in
        the Subscription Agreement of even date herewith to which the Company and
        the
        original Holder are parties (the “Purchase
        Agreement”).

       

      2.  Registration
        of Warrant.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

       

      3.  Registration
        of Transfers.
        Except
        as otherwise provided below, the Company shall register the transfer of any
        portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
        with the Form of Assignment attached hereto duly completed and signed, to
        the
        Company at its address specified herein. Upon any such registration or transfer,
        a new Warrant to purchase Common Stock, in substantially the form of this
        Warrant (any such new Warrant, a “New
        Warrant”),
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a holder
        of a Warrant.

       

      4.  Exercise
        of Warrants.

       

      (a)  This
        Warrant shall be exercisable by the registered Holder at any time and from
        time
        to time on or after January 22, 2007 to and including the Expiration Date.
        At
        6:30 p.m., New York City time on the Expiration Date, the portion of this
        Warrant not exercised prior thereto shall be and become void and of no value.
        The Company may not call or redeem all or any portion of this Warrant without
        the prior written consent of the Holder.

       

      (b)  The
        Company shall not effect any exercise of this Warrant, and a Holder shall
        not
        have the right to exercise any portion of this Warrant, pursuant to Section
        4 or
        otherwise, to the extent that after giving effect to such issuance after
        exercise as set forth on the applicable Notice of Exercise, such Holder
        (together with such Holder’s Affiliates (as defined in the Purchase Agreement),
        and any other person or entity acting as a group together with such Holder
        or
        any of such Holder’s Affiliates), as set forth on the applicable Notice of
        Exercise, would beneficially own in excess of the Beneficial Ownership
        Limitation (as hereinafter defined). For purposes of the foregoing sentence,
        the
        number of shares of Common Stock beneficially owned by such Holder and its
        Affiliates shall include the number of shares of Common Stock issuable upon
        exercise of this Warrant with respect to which such determination is being
        made,
        but shall exclude the number of shares of Common Stock which would be issuable
        upon (A) exercise of the remaining, nonexercised portion of this Warrant
        beneficially owned by such Holder or any of its Affiliates and (B) exercise
        or
        conversion of the unexercised or nonconverted portion of any other securities
        of
        the Company (including, without limitation, any other Warrants) subject to
        a
        limitation on conversion or exercise analogous to the limitation contained
        herein beneficially owned by such Holder or any of its affiliates.  Except
        as set forth in the preceding sentence, for purposes of this Section 4(b),
        beneficial ownership shall be calculated in accordance with Section 13(d)
        of the
        Exchange Act and the rules and regulations promulgated thereunder, it being
        acknowledged by a Holder that the Company is not representing to such Holder
        that such calculation is in compliance with Section 13(d) of the Exchange
        Act
        and such Holder is solely responsible for any schedules required to be filed
        in
        accordance therewith. To the extent that the limitation contained in this
        Section 4(b) applies, the determination of whether this Warrant is exercisable
        (in relation to other securities owned by such Holder together with any
        Affiliates) and of which a portion of this Warrant is exercisable shall be
        in
        the sole discretion of a Holder, and the submission of an Exercise shall
        be
        deemed to be each Holder’s determination of whether this Warrant is exercisable
        (in relation to other securities owned by such Holder together with any
        Affiliates) and of which portion of this Warrant is exercisable, in each
        case
        subject to such aggregate percentage limitation, and the Company shall have
        no
        obligation to verify or confirm the accuracy of such determination. In addition,
        a determination as to any group status as contemplated above shall be determined
        in accordance with Section 13(d) of the Exchange Act and the rules and
        regulations promulgated thereunder. For purposes of this Section 2(d), in
        determining the number of outstanding shares of Common Stock, a Holder may
        rely
        on the number of outstanding shares of Common Stock as reflected in (x) the
        Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
        recent public announcement by the Company or (z) any other notice by the
        Company
        or the Company’s transfer agent setting forth the number of shares of Common
        Stock outstanding.  Upon the written or oral request of a Holder, the
        Company shall within two trading days confirm orally and in writing to such
        Holder the number of shares of Common Stock then outstanding.  In any case,
        the number of outstanding shares of Common Stock shall be determined after
        giving effect to the conversion or exercise of securities of the Company,
        including this Warrant, by such Holder or its Affiliates since the date as
        of
        which such number of outstanding shares of Common Stock was reported. The
        “Beneficial
        Ownership Limitation”
        shall be
        4.99% of the number of shares of the Common Stock outstanding immediately
        after
        giving effect to the issuance of shares of Common Stock issuable upon exercise
        of this Warrant. The Beneficial Ownership Limitation provisions of this Section
        4(b) may be waived by such Holder, at the election of such Holder, upon not
        less
        than 61 days’ prior notice to the Company to change the Beneficial Ownership
        Limitation to 9.99% of the number of shares of the Common Stock outstanding
        immediately after giving effect to the issuance of shares of Common Stock
        upon
        exercise of this Warrant, and the provisions of this Section 4(b) shall continue
        to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation
        from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership
        Limitation may not be further waived by such Holder. The provisions of this
        paragraph shall be construed and implemented in a manner otherwise than in
        strict conformity with the terms of this Section 4(b) to correct this paragraph
        (or any portion hereof) which may be defective or inconsistent with the intended
        Beneficial Ownership Limitation herein contained or to make changes or
        supplements necessary or desirable to properly give effect to such limitation.
        The limitations contained in this paragraph shall apply to a successor holder
        of
        this Warrant.

       

      5.  Delivery
        of Warrant Shares.

       

      (a)  To
        effect
        exercises hereunder, the Holder shall not be required to physically surrender
        this Warrant unless the aggregate Warrant Shares represented by this Warrant
        is
        being exercised. Upon delivery of the Exercise Notice to the Company (with
        the
        attached Warrant Shares Exercise Log) at its address for notice set forth
        herein
        and upon payment of the Exercise Price multiplied by the number of Warrant
        Shares that the Holder intends to purchase hereunder, the Company shall promptly
        (but in no event later than five business days after the Date of Exercise
        (as
        defined herein)) issue and deliver to the Holder, a certificate for the Warrant
        Shares issuable upon such exercise, which, unless otherwise required by the
        Purchase Agreement, shall be free of restrictive legends. Certificates for
        Warrant Shares purchased hereunder shall be transmitted by the transfer agent
        of
        the Company to the Holder by crediting the account of the Holder’s prime broker
        with the Depository Trust Company through its Deposit Withdrawal Agent
        Commission (“DWAC”)
        system
        if the Company or its transfer agent is a participant in such system, and
        otherwise by physical delivery to the address specified by the Holder in
        the
        Exercise Notice within 3 trading days from the delivery to the Company of
        the
        Exercise Date (as hereinafter defined) and surrender of this Warrant (if
        required) (“Warrant
        Share Delivery Date”).
        This
        Warrant shall be deemed to have been exercised on the date the Exercise Price
        is
        received by the Company. The Warrant Shares shall be deemed to have been
        issued,
        and Holder or any other person so designated to be named therein shall be
        deemed
        to have become a holder of record of such shares for all purposes, as of
        the
        date the Warrant has been exercised by payment to the Company of the Exercise
        Price (or by cashless exercise). A “Date
        of Exercise”
means
        the date on which the Holder shall have delivered to Company: (i) the Exercise
        Notice (with the Warrant Exercise Log attached to it), appropriately completed
        and duly signed and (ii) if such Holder is not utilizing the cashless exercise
        provisions set forth in this Warrant, payment of the Exercise Price for the
        number of Warrant Shares so indicated by the Holder to be
        purchased.

       

      (b)  If
        by the
        third business day after a Date of Exercise the Company fails to deliver
        the
        required number of Warrant Shares in the manner required pursuant to Section
        5(a), then the Holder will have the right to rescind such exercise.

       

      (c)  In
        addition to any other rights available to the Holder, if the Company fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Shares pursuant to an exercise on or before the
        Warrant
        Share Delivery Date, and if after such date the Holder is required by its
        broker
        to purchase (in an open market transaction or otherwise) shares of Common
        Stock
        to deliver in satisfaction of a sale by the Holder of the Warrant Shares
        which
        the Holder anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Company shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of Warrant Shares that the Company was required
        to
        deliver to the Holder in connection with the exercise at issue times (B)
        the
        price at which the sell order giving rise to such purchase obligation was
        executed, and (2) at the option of the Holder, either reinstate the portion
        of
        the Warrant and equivalent number of Warrant Shares for which such exercise
        was
        not honored or deliver to the Holder the number of shares of Common Stock
        that
        would have been issued had the Company timely complied with its exercise
        and
        delivery obligations hereunder. For example, if the Holder purchases Common
        Stock having a total purchase price of $11,000 to cover a Buy-In with respect
        to
        an attempted exercise of shares of Common Stock with an aggregate sale price
        giving rise to such purchase obligation of $10,000, under clause (1) of the
        immediately preceding sentence the Company shall be required to pay the Holder
        $1,000. The Holder shall provide the Company written notice indicating the
        amounts payable to the Holder in respect of the Buy-In and, upon request
        of the
        Company, evidence of the amount of such loss. Nothing herein shall limit
        a
        Holder’s right to pursue any other remedies available to it hereunder, at law or
        in equity including, without limitation, a decree of specific performance
        and/or
        injunctive relief with respect to the Company’s failure to timely deliver
        certificates representing shares of Common Stock upon exercise of the Warrant
        as
        required pursuant to the terms hereof.

       

      (d)  The
        Company’s obligations to issue and deliver Warrant Shares in accordance with the
        terms hereof are absolute and unconditional, irrespective of any action or
        inaction by the Holder to enforce the same, any waiver or consent with respect
        to any provision hereof, the recovery of any judgment against any Person
        or any
        action to enforce the same, or any setoff, counterclaim, recoupment, limitation
        or termination, or any breach or alleged breach by the Holder or any other
        Person of any obligation to the Company or any violation or alleged violation
        of
        law by the Holder or any other Person, and irrespective of any other
        circumstance which might otherwise limit such obligation of the Company to
        the
        Holder in connection with the issuance of Warrant Shares. Nothing herein
        shall
        limit a Holder’s right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company’s failure to
        timely deliver certificates representing shares of Common Stock upon exercise
        of
        the Warrant as required pursuant to the terms hereof.

       

      6.  Charges,
        Taxes and Expenses.
        Issuance and delivery of certificates for shares of Common Stock upon exercise
        of this Warrant shall be made without charge to the Holder for any issue
        or
        transfer tax, withholding tax, transfer agent fee or other incidental tax
        or
        expense in respect of the issuance of such certificates, all of which taxes
        and
        expenses shall be paid by the Company; provided, however, that the Company
        shall
        not be required to pay any tax which may be payable in respect of any transfer
        involved in the registration of any certificates for Warrant Shares or Warrants
        in a name other than that of the Holder. The Holder shall be responsible
        for all
        other tax liability that may arise as a result of holding or transferring
        this
        Warrant or receiving Warrant Shares upon exercise hereof.

       

      7.  Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
        only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction and customary and reasonable indemnity (which shall
        not
        include a surety bond), if requested. Applicants for a New Warrant under
        such
        circumstances shall also comply with such other reasonable regulations and
        procedures and pay such other reasonable third-party costs as the Company
        may
        prescribe. If a New Warrant is requested as a result of a mutilation of this
        Warrant, then the Holder shall deliver such mutilated Warrant to the Company
        as
        a condition precedent to the Company’s obligation to issue the New
        Warrant.

       

      8.  Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        9).
        The
        Company covenants that all Warrant Shares so issuable and deliverable shall,
        upon issuance and the payment of the applicable Exercise Price in accordance
        with the terms hereof, be duly and validly authorized, issued and fully paid
        and
        nonassessable.

       

      9.  Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.

       

      (a)  Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then in each such case the Exercise Price shall be multiplied by a fraction
        of
        which the numerator shall be the number of shares of Common Stock outstanding
        immediately before such event and of which the denominator shall be the number
        of shares of Common Stock outstanding immediately after such event. Any
        adjustment made pursuant to clause (i) of this paragraph shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clause
        (ii) or (iii) of this paragraph shall become effective immediately after
        the
        effective date of such subdivision or combination. If any event requiring
        an
        adjustment under this paragraph occurs during the period that an Exercise
        Price
        is calculated hereunder, then the calculation of such Exercise Price shall
        be
        adjusted appropriately to reflect such event.

       

      (b)  Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding, (1) the Company effects any merger
        or consolidation of the Company with or into another Person, (2) the Company
        effects any sale of all or substantially all of its assets in one or a series
        of
        related transactions, (3) any tender offer or exchange offer (whether by
        the
        Company or another Person) is completed pursuant to which holders of Common
        Stock are permitted to tender or exchange their shares for other securities,
        cash or property, or (4) the Company effects any reclassification of the
        Common
        Stock or any compulsory share exchange pursuant to which the Common Stock
        is
        effectively converted into or exchanged for other securities, cash or property
        (in any such case, a “Fundamental
        Transaction”),
        then
        the Holder shall have the right thereafter to receive, upon exercise of this
        Warrant, the same amount and kind of securities, cash or property as it would
        have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant (the “Alternate
        Consideration”).
        For
        purposes of any such exercise, the determination of the Exercise Price shall
        be
        appropriately adjusted to apply to such Alternate Consideration based on
        the
        amount of Alternate Consideration issuable in respect of one share of Common
        Stock in such Fundamental Transaction, and the Company shall apportion the
        Exercise Price among the Alternate Consideration in a reasonable manner
        reflecting the relative value of any different components of the Alternate
        Consideration. If holders of Common Stock are given any choice as to the
        securities, cash or property to be received in a Fundamental Transaction,
        then
        the Holder shall be given the same choice as to the Alternate Consideration
        it
        receives upon any exercise of this Warrant following such Fundamental
        Transaction. Any successor to the Company or surviving entity in such
        Fundamental Transaction shall issue to the Holder a new warrant substantially
        in
        the form of this Warrant and consistent with the foregoing provisions and
        evidencing the Holder’s right to purchase the Alternate Consideration for the
        aggregate Exercise Price upon exercise thereof. The terms of any agreement
        pursuant to which a Fundamental Transaction is effected shall include terms
        requiring any such successor or surviving entity to comply with the provisions
        of this paragraph (b) and insuring that the Warrant (or any such replacement
        security) will be similarly adjusted upon any subsequent transaction analogous
        to a Fundamental Transaction.

       

      (c)  Number
        of Warrant Shares.
        Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
        (a) of this Section, the number of Warrant Shares that may be purchased upon
        exercise of this Warrant shall be increased or decreased proportionately,
        so
        that after such adjustment the aggregate Exercise Price payable hereunder
        for
        the adjusted number of Warrant Shares shall be the same as the aggregate
        Exercise Price in effect immediately prior to such adjustment.

       

      (d)  Calculations.
        All
        calculations under this Section
        9
        shall be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as applicable. The number of shares of Common Stock outstanding at
        any
        given time shall not include shares owned or held by or for the account of
        the
        Company, and the disposition of any such shares shall be considered an issue
        or
        sale of Common Stock.

       

      (e)  Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section
        9,
        the
        Company at its expense will promptly compute such adjustment in accordance
        with
        the terms of this Warrant and prepare a certificate setting forth such
        adjustment, including a statement of the adjusted Exercise Price and adjusted
        number or type of Warrant Shares or other securities issuable upon exercise
        of
        this Warrant (as applicable), describing the transactions giving rise to
        such
        adjustments and showing in detail the facts upon which such adjustment is
        based.
        Upon written request, the Company will promptly deliver a copy of each such
        certificate to the Holder and to the Company’s transfer agent.

       

      (f)  Notice
        to Allow Exercise by Holder.
        If (A)
        the Company shall declare a dividend (or any other distribution in whatever
        form) on the Common Stock; (B) the Company shall declare a special nonrecurring
        cash dividend on or a redemption of the Common Stock; (C) the Company shall
        authorize the granting to all holders of the Common Stock rights or warrants
        to
        subscribe for or purchase any shares of capital stock of any class or of
        any
        rights; (D) the approval of any stockholders of the Company shall be required
        in
        connection with any reclassification of the Common Stock, any consolidation
        or
        merger to which the Company is a party, any sale or transfer of all or
        substantially all of the assets of the Company, of any compulsory share exchange
        whereby the Common Stock is converted into other securities, cash or property;
        (E) the Company shall authorize the voluntary or involuntary dissolution,
        liquidation or winding up of the affairs of the Company; then, in each case,
        the
        Company shall cause to be mailed to the Holder at its last address as it
        shall
        appear upon the warrant register of the Company, at least 10 calendar days
        prior
        to the applicable record or effective date hereinafter specified, a notice
        stating (x) the date on which a record is to be taken for the purpose of
        such
        dividend, distribution, redemption, rights or warrants, or if a record is
        not to
        be taken, the date as of which the holders of the Common Stock of record
        to be
        entitled to such dividend, distributions, redemption, rights or warrants
        are to
        be determined or (y) the date on which such reclassification, consolidation,
        merger, sale, transfer or share exchange is expected to become effective
        or
        close, and the date as of which it is expected that holders of the Common
        Stock
        of record shall be entitled to exchange their shares of the Common Stock
        for
        securities, cash or other property deliverable upon such reclassification,
        consolidation, merger, sale, transfer or share exchange; provided that the
        failure to mail such notice or any defect therein or in the mailing thereof
        shall not affect the validity of the corporate action required to be specified
        in such notice. 

       

      10.  Payment
        of Exercise Price.
        The
        Holder may pay the Exercise Price in one of the following manners:

       

      (a)  Cash
        Exercise.
        The
        Holder may deliver immediately available funds; or

       

      (b)  Cashless
        Exercise.
        The
        Holder may notify the Company in an Exercise Notice of its election to utilize
        cashless exercise, in which event the Company shall issue to the Holder the
        number of Warrant Shares determined as follows:

       

      X
        = Y
        [(A-B)/A]

       

      where:

       

      X
        = the
        number of Warrant Shares to be issued to the Holder.

       

      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised.

       

      A
        = the
        VWAP on the trading day immediately prior to the Exercise Date.

       

      B
        = the
        Exercise Price.

       

      For
        purposes of Rule 144 promulgated under the Securities Act, it is intended,
        understood and acknowledged that the Warrant Shares issued in a cashless
        exercise transaction shall be deemed to have been acquired by the Holder,
        and
        the holding period for the Warrant Shares shall be deemed to have commenced,
        on
        the date this Warrant was originally issued.

       

      “VWAP”
        means, for any date, the price determined by the first of the following clauses
        that applies: (a) if the Common Stock is then listed or quoted on the American
        Stock Exchange (“AMEX”), Nasdaq or another national securities exchange, the
        daily volume weighted average price of the Common Stock for such date (or
        the
        nearest preceding date) on AMEX, Nasdaq or another national securities exchange
        on which the Common Stock is then listed or quoted for trading as reported
        by
        Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York
        City
        time) to 4:02 p.m. (New York City time); (b)  if the Common Stock is not so
        listed or quoted for trading, the volume weighted average price of the Common
        Stock for such date (or the nearest preceding date) on the OTC Bulletin Board;
        (c) if the Common Stock is not then quoted for trading on the OTC Bulletin
        Board
        and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a share of Common Stock as determined by an independent appraiser selected
        in
        good faith by the Holder and reasonably acceptable to the Company.

       

      11.  No
        Fractional Shares.
        No
        fractional shares of Warrant Shares will be issued in connection with any
        exercise of this Warrant. In lieu of any fractional shares which would,
        otherwise be issuable, the Company shall pay cash equal to the product of
        such
        fraction multiplied by the closing price of one Warrant Share as reported
        by the
        American Stock Exchange or such other national exchange on which the Common
        Stock is then traded on the date of exercise.

       

      12.  Notices.
        Any and
        all notices or other communications or deliveries hereunder (including, without
        limitation, any Exercise Notice) shall be in writing and shall be deemed
        given
        and effective on the earliest of (i) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section prior to 6:30 p.m. (New York City time) on a business day, (ii)
        the
        next business day after the date of transmission, if such notice or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section on a day that is not a business day or later than 6:30 p.m.
        (New
        York City time) on any business day, (iii) the business day following the
        date
        of mailing, if sent by nationally recognized overnight courier service, or
        (iv)
        upon actual receipt by the party to whom such notice is required to be given.
        The addresses for such communications shall be: (i) if to the Company, to
        BioSante Pharmaceuticals, Inc., Attn: Chief Financial Officer, Facsimile
        No.:
        (847) 478-9263, or (ii) if to the Holder, to the address or facsimile number
        appearing on the Warrant Register or such other address or facsimile number
        as
        the Holder may provide to the Company in accordance with this
        Section.

       

      13.  Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to
        the Holder, the Company may appoint a new warrant agent. Any corporation
        into
        which the Company or any new warrant agent may be merged or any corporation
        resulting from any consolidation to which the Company or any new warrant
        agent
        shall be a party or any corporation to which the Company or any new warrant
        agent transfers substantially all of its corporate trust or shareholders
        services business shall be a successor warrant agent under this Warrant without
        any further act. Any such successor warrant agent shall promptly cause notice
        of
        its succession as warrant agent to be mailed (by first class mail, postage
        prepaid) to the Holder at the Holder’s last address as shown on the Warrant
        Register.

       

      14.  Miscellaneous.

       

      (a)  This
        Warrant does not entitle the Holder to any voting or other rights as a
        stockholder of the Company prior to exercise and payment for the Warrant
        Price
        in accordance with the terms hereof.

       

      (b)  Any
        notice, request or other document required or permitted to be given or delivered
        to the Holder by the Company shall be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      (c)  No
        provision hereof, in the absence of any affirmative action by Holder to exercise
        this Warrant to purchase Warrant Shares, and no enumeration herein of the
        rights
        or privileges of Holder, shall give rise to any liability of Holder for the
        purchase price of any Common Stock or as a stockholder of the Company, whether
        such liability is asserted by the Company or by creditors of the
        Company.

       

      (d)  The
        Holder, in addition to being entitled to exercise all rights granted by law,
        including recovery of damages, will be entitled to specific performance of
        its
        rights under this Warrant. The Company agrees that monetary damages would
        not be
        adequate compensation for any loss incurred by reason of a breach by it of
        the
        provisions of this Warrant and hereby agrees to waive and not to assert the
        defense in any action for specific performance that a remedy at law would
        be
        adequate.

       

      (e)  This
        Warrant shall be binding on and inure to the benefit of the parties hereto
        and
        their respective successors and assigns. Subject to the preceding sentence,
        nothing in this Warrant shall be construed to give to any Person other than
        the
        Company and the Holder any legal or equitable right, remedy or cause of action
        under this Warrant. This Warrant may be amended only in writing signed by
        the
        Company and the Holder and their successors and assigns.

       

      (f)  All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. Each party hereto hereby irrevocably
        waives, to the fullest extent permitted by applicable law, any and all right
        to
        trial by jury in any legal proceeding arising out of or relating to this
        Warrant
        or the transactions contemplated hereby. If either party shall commence a
        proceeding to enforce any provisions of this Warrant, then the prevailing
        party
        in such proceeding shall be reimbursed by the other party for its attorney’s
        fees and other costs and expenses incurred with the investigation, preparation
        and prosecution of such Proceeding.

       

      (g)  The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      (h)  In
        case
        any one or more of the provisions of this Warrant shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK,

       

      SIGNATURE
        PAGE FOLLOWS]

       


      
        
          11

          07/21/2006

           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above.

       

       

      BIOSANTE
        PHARMACEUTICALS, INC.

       

      By:

        
          

        
Name: Phillip
        B. Donenberg

      Title: Chief
        Financial Officer

      


      



      
        
          
            


            07/21/2006

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      BIOSANTE
        PHARMACEUTICALS, INC.

       

      WARRANT
        ORIGINALLY ISSUED [ ], 2006

       

      WARRANT
        NO. [ ]

       

      EXERCISE
        NOTICE

       

      To BIOSANTE
        PHARMACEUTICALS, INC.:

       

      (1)  The
        undersigned hereby elects to purchase ________ Warrant Shares of the Company
        pursuant to the terms of the attached Warrant (only if exercised in full),
        and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      (2)  Payment
        shall take the form of (check applicable box):

       

      [
        ] in
        lawful money of the United States; or

       

      [
        ] [if
        permitted] the cancellation of such number of Warrant Shares as is necessary,
        in
        accordance with the formula set forth in subsection 2(c), to exercise this
        Warrant with respect to the maximum number of Warrant Shares purchasable
        pursuant to the cashless exercise procedure set forth in subsection
        2(c).

       

      (3)  Please
        issue a certificate or certificates representing said Warrant Shares in the
        name
        of the undersigned or in such other name as is specified below:

       

      _______________________________

       

      The
        Warrant Shares shall be delivered to the following DWAC Account Number or
        by
        physical delivery of a certificate to:

       

      _______________________________

       

      _______________________________

       

      _______________________________

       

      (4)  Accredited
        Investor.
        The
        undersigned is an “accredited investor” as defined in Regulation D promulgated
        under the Securities Act of 1933, as amended.

       

      [SIGNATURE
        OF HOLDER]

      


      Name
        of
        Investing Entity:          

      Signature
        of Authorized Signatory of Investing Entity:      

      Name
        of
        Authorized Signatory:         

      Title
        of
        Authorized Signatory:         

      Date:             


      
        
          


          07/21/2006

           

        

        
           

          
            

          

        

        
           

        

      


      Warrant
        Shares Exercise Log

       

      
        	
                Date

                 

              	
                Number
                  of Warrant Shares Available to be Exercised

                 

              	
                Number
                  of Warrant Shares Exercised

                 

              	
                Number
                  of Warrant Shares Remaining to be Exercised

                 

              
	 	 	 	 


      

      


       


      
        
          


           07/21/2006

           

        

        
           

          
            

          

        

        
           

        

      


      BIOSANTE
        PHARMACEUTICALS, INC.

       

      WARRANT
        ORIGINALLY ISSUED [        ],
        2006

       

      WARRANT
        NO. [ ]

       

      FORM
        OF ASSIGNMENT

       

      [To
        be
        completed and signed only upon transfer of Warrant]

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ________________________________ the right represented by the above-captioned
        Warrant to purchase ____________ shares of Common Stock to which such Warrant
        relates and appoints ________________ attorney to transfer said right on
        the
        books of the Company with full power of substitution in the
        premises.

       

      Dated: _______________,
        ____

       

       

      _______________________________________

       

       

      (Signature
        must conform in all respects to name of holder as specified on the face of
        the
        Warrant)

       

       

      _______________________________________

       

       

      Address
        of Transferee

       

       

      _______________________________________

       

       

      


       

       

      _______________________________________

       

      In
        the
        presence of:

       

       

      __________________________