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Exhibit 10.3  


 
 

BIOSANTE PHARMACEUTICALS, INC.
  AMENDED AND RESTATED
  1998 STOCK OPTION PLAN
  
    (As amended through May 31, 2002)    
  


1.    Purpose of Plan.    


        The
purpose of the BioSante Pharmaceuticals, Inc. 1998 Stock Option Plan (the "Plan") is to advance the interests of BioSante Pharmaceuticals, Inc. (the "Company") and its
shareholders by enabling the Company and its Subsidiaries to attract and retain persons of ability to perform services for the Company and its Subsidiaries by providing an incentive to such
individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its objectives, as the Board of Directors describes them. 


2.    Definitions.    


        The
following terms will have the meanings set forth below, unless the context clearly otherwise requires: 


        2.1    "CVE"    means the Canadian Venture Exchange. 



        2.2    "CVE Requirements"    means the by-laws, rules, circulars and policies of the CVE. 


        2.3    "Board"    means the Board of Directors of the Company. 


        2.4    "Broker Exercise Notice"    means a written notice pursuant to which a Participant, upon exercise of an Option,
irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related
withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer. 


        2.5    "Change in Control"    means an event described in Section 9.1 of the Plan. 


        2.6    "Code"    means the Internal Revenue Code of 1986, as amended. 



        2.7    "Committee"    means the group of individuals administering the Plan, as provided in Section 3 of the
Plan. 


        2.8    "Common Stock"    means the common stock of the Company, no par value, or the number and kind of shares of
stock or other securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan. 


        2.9    "Disability"    means the disability of the Participant such as would entitle the Participant to receive
disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering the Participant or, if no such plan exists or is applicable to the
Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code. 


        2.10    "Eligible Recipients"    means all employees of the Company or any Subsidiary and any non-employee
directors, officers, consultants and independent contractors of the Company or any Subsidiary. 


        2.11    "Exchange Act"    means the Securities Exchange Act of 1934, as amended. 



        2.12    "Fair Market Value"    means, with respect to the Common Stock, as of any date (or, if no shares were traded
or quoted on such date, as of the next preceding date on which there was such a trade or quote) (a) the mean between the reported high and low sale prices of the Common Stock if the Common
Stock is listed, admitted to unlisted trading privileges or reported on any foreign or national securities exchange or on the Nasdaq National Market or an equivalent foreign market on which sale
prices are reported; (b) if the Common Stock is not so listed, admitted to unlisted trading privileges or reported, the closing bid price as reported by the Nasdaq SmallCap Market, OTC Bulletin 





 




Board or the National Quotation Bureau, Inc. or other comparable service; or (c) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith
in the exercise of its reasonable discretion. 


        2.13    "Incentive Stock Option"    means a right to purchase Common Stock granted to an Eligible Recipient pursuant
to Section 6 of the Plan that qualifies as an "incentive stock option" within the meaning of Section 422 of the Code. 



        2.14    "Non-Statutory Stock Option"    means a right to purchase Common Stock granted to an Eligible
Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option. 


        2.15    "Option"    means an Incentive Stock Option or a Non-Statutory Stock Option. 


        2.16    "Participant"    means an Eligible Recipient who receives one or more Options under the Plan. 



        2.17    "Previously Acquired Shares"    means shares of Common Stock or any other shares of capital stock of the
Company that are already owned by the Participant or, with respect to any Option, that are to be issued upon the exercise of such Option. 


        2.18    "Retirement"    means termination of employment or service pursuant to and in accordance with the regular (or,
if approved by the Board for purposes of the Plan, early) retirement/pension plan or practice of the Company or Subsidiary then covering the Participant, provided that if the Participant is not
covered by any such plan or practice, the Participant will be deemed to be covered by the Company's plan or practice for purposes of this determination. 


        2.19    "Securities Act"    means the Securities Act of 1933, as amended. 


        2.20    "Subsidiary"    means any entity that is directly or indirectly controlled by the Company or any entity in
which the Company has a significant equity interest, as determined by the Committee. 



        2.21    "Tax Date"    means the date any withholding tax obligation arises under the Code or other applicable tax
statute for a Participant with respect to an Option. 


3.    Plan Administration.    


        3.1    The Committee.    The Plan will be administered by the Board or by a committee of the Board. So long as the
Company has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist solely of two or more members of the Board who
are "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act and, if the Board so determines in its sole discretion, who are "outside directors"
within the meaning of Section 162(m) of the Code. Such a committee, if established, will act by majority approval of the members (but may also take action with the written consent of all of the
members of such committee), and a majority of the members of such a committee will constitute a quorum. As used in the Plan, "Committee" will refer to the Board or to such a committee, if established.
To the extent consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Plan pursuant to such conditions or
limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to
Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under the Plan in its sole and absolute discretion without the consent of any Participant or other
party, unless the Plan specifically provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan will be final,
conclusive and binding for all purposes and on all persons, including, without limitation, the Company, the shareholders of the Company, the participants and their respective
successors-in-interest. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Option granted under the
Plan. 


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        3.2    Authority of the Committee.    



        (a)  In
accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of Options as the Committee may deem
necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the
nature and extent of the Options to be made to each Participant (including the number of shares of Common Stock to be subject to each Option, the exercise price and the manner in which Options will
become exercisable) and the form of written agreement, if any, evidencing such Option; (iii) the time or times when Options will be granted; (iv) the duration of each Option; and
(v) the restrictions and other conditions to which the Options may be subject. In addition, the Committee will have the authority under the Plan in its sole discretion to pay the economic value
of any Option in the form of cash, shares of Common Stock, shares of any capital stock of the Company, or any combination of both. 


        (b)  The
Committee will have the authority under the Plan to amend or modify the terms of any outstanding Option in any manner, including, without limitation, the authority
to modify the number of shares or other terms and conditions of an Option, extend the term of an Option, accelerate the exercisability or otherwise terminate any restrictions relating to an Option,
accept the surrender of any outstanding Option or, to the extent not previously exercised or vested, authorize the grant of new Options in substitution for surrendered Options; provided, however that
the amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification.
No amendment or modification to an Option, however, whether pursuant to this Section 3.2 or any other provisions of the Plan, will be deemed to be a re-grant of such Option for
purposes of this Plan. 


        (c)  In
the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other similar change in corporate structure or shares, (ii) any purchase, acquisition,
sale or disposition of a significant amount of assets or a significant business, (iii) any change in accounting principles or practices, or (iv) any other similar change, in each case
with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Option, the Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the conditions to the exercisability of any outstanding Option
that is based in whole or in part on the financial performance of the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event, with the desired
result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors
of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms are permitted by the Plan as then in effect. 




4.    Shares Available for Issuance.    



        4.1    Maximum Number of Shares Available.    Subject to Section 4.4 below and adjustment as provided in
Section 4.3 of the Plan, the maximum number of shares of Common Stock that will be available for issuance under the Plan will be 1,000,000 shares of Common Stock, plus any shares of Common
Stock which, as of the date the Plan is approved by the shareholders of the Company, are reserved for issuance under the Company's existing Stock Option Plan and which are not thereafter issued or
which have been issued but are subsequently forfeited and which would otherwise have been available for further issuance under such plan. 



        4.2    Accounting for Options.    Shares of Common Stock that are issued under the Plan or that are subject to
outstanding Options will be applied to reduce the maximum number of shares of Common 


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Stock remaining available for issuance under the Plan. Any shares of Common Stock that are subject to an Option that lapses, expires, is forfeited or for any reason is terminated unexercised and any
shares of Common Stock that are subject to an Option that is settled or paid in cash or any form other than shares of Common Stock will automatically again become available for issuance under the
Plan. 


        4.3    Adjustments to Shares and Options.    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 change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving
corporation) will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash) available for issuance or payment
under the Plan and, in order to prevent dilution or enlargement of the rights of Participants, the number and kind of securities or other property (including cash) subject to, and the exercise price
of, outstanding Options. 


        4.4    CVE Requirements.    So long as the Common Stock of the Company is listed on the CVE and the Company has not
been exempted from the CVE Requirements the number of shares of Common Stock that may be reserved for issuance pursuant to the Plan and any other stock option plan, stock purchase plan or for
remuneration for any service performed for or on behalf of the Company to any one party shall not exceed five percent of the outstanding shares of Common Stock, on a non-diluted basis; 


5.    Participation.    


        Participants
in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of
objectives as determined by the Board of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Options as may be determined by the Committee in its sole
discretion. Options will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant. 


6.    Options.    


        6.1    Grant.    An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be
subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is
to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an
"incentive stock option" for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a
Non-Statutory Stock Option. 


        6.2    Exercise Price.    The per share price to be paid by a Participant upon exercise of an Option will be
determined by the Committee in its discretion at the time of the Option grant; provided, however, that (a) such price will not be less than 100% of the Fair Market Value of one share of Common
Stock on the date of grant with respect to an Incentive Stock Option (110% of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly,
more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company), and (b) such price will not be less than 85% of
the Fair Market Value of
one share of Common Stock on the date of grant with respect to a Non-Statutory Stock Option. Notwithstanding the foregoing, so long as the Common Stock of the Company is listed on the CVE
and the Company has not been exempted from the CVE Requirements in this regard, the exercise price per share of an Option shall not be less than the price per share permitted by the CVE Requirements. 


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        6.3    Exercisability and Duration.    An Option will become exercisable at such times and in such installments as may
be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Incentive Stock Option may be exercisable after 10 years from its date of grant (five
years from its date of grant if, (a) at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the Company or (b) the Common Stock of the Company is then listed on the CVE and the Company has not been exempted
from the CVE Requirements in this regard). 


        6.4    Payment of Exercise Price.    The total purchase price of the shares to be purchased upon exercise of an Option
must be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee,
may allow such payments to be made, in whole or in part, by tender of a Broker Exercise Notice, Previously Acquired Shares, a promissory note (on terms acceptable to the Committee in its sole
discretion) or by a combination of such methods. 


        6.5    Manner of Exercise.    An Option may be exercised by a Participant in whole or in part from time to time,
subject to the conditions contained in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Chief Financial Officer) at its principal executive office in Lincolnshire, Illinois and by paying in full the total exercise price for the shares of Common Stock
to be purchased in accordance with Section 6.4 of the Plan. 



        6.6    Aggregate Limitation of Stock Subject to Incentive Stock Options.    To the extent that the aggregate Fair
Market Value (determined as of the date an Incentive Stock Option is granted) of the shares of Common Stock with respect to which incentive stock options (within the meaning of Section 422 of
the Code) are exercisable for the first time by a Participant during any calendar year (under the Plan and any other incentive stock option plans of the Company or any subsidiary or parent corporation
of the Company (within the meaning of the Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code from time to time), such excess Options will be treated as
Non-Statutory Stock Options. The determination will be made by taking incentive stock options into account in the order in which they were granted. If such excess only applies to a portion
of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option. 


7.    Effect of Termination of Employment or Other Service.    


        7.1    Termination Due to Death, Disability or Retirement.    Unless otherwise provided by the Committee in its sole
discretion in the agreement evidencing an Option: 



        (a)  In
the event a Participant's employment or other service with the Company and all Subsidiaries is terminated by reason of death or Disability, all outstanding Options
then held by the Participant will remain exercisable, to the extent exercisable as of the date of such termination, for a period of six months after such termination (but in no event after the
expiration date of any such Option). 


        (b)  In
the event a Participant's employment or other service with the Company and all Subsidiaries is terminated by reason of Retirement, all outstanding Options then held
by the Participant will remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the expiration date
of any such Option). 




        7.2    Termination for Reasons Other than Death, Disability or Retirement.    



        (a)  Unless
otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option, in the event a Participant's employment or other service is
terminated with the Company and all Subsidiaries for any reason other than death, Disability or Retirement, or a 



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Participant is in the employ or service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the employ or service of the Company or
another Subsidiary), all rights of the Participant under the Plan and any agreements evidencing an Option will immediately terminate without notice of any kind, and no Options then held by the
Participant will thereafter be exercisable; provided, however, that if such termination is due to any reason other than termination by the Company or any Subsidiary for "cause," all outstanding
Options then held by such Participant will remain exercisable, to the extent exercisable as of such termination, for a period of three months after such termination (but in no event after the
expiration date of any such Option). 


        (b)  For
purposes of this Section 7.2, "cause" (as determined by the Committee) will be as defined in any employment or other agreement or policy applicable to the
Participant or, if no such agreement or policy exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the
Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the
aggregate, are material in relation to the Participant's overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered
into with the Company or any Subsidiary. 




        7.3    Modification of Rights Upon Termination.    Notwithstanding the other provisions of this Section 7, upon
a Participant's termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options (or any part thereof) then held by such Participant to become or continue to become exercisable and/or remain exercisable following such
termination of employment or service; provided, however, that no Option may remain exercisable beyond its expiration date. 


        7.4    Exercise of Incentive Stock Options Following Termination.    Any Incentive Stock Option that remains
unexercised more than one year following termination of employment by reason of Disability or more than three months following termination for any reason other than death or Disability will thereafter
be deemed to be a Non-Statutory Stock Option. 


        7.5    Date of Termination of Employment or Other Service.    Unless the Committee otherwise determines in its sole
discretion, a Participant's employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the
Subsidiary for which the Participant provides employment or other service, as determined by the Committee in its sole discretion based upon such records. 


8.    Payment of Withholding Taxes.    



        8.1    General Rules.    The Company is entitled to (a) withhold and deduct from future wages of the
Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts
necessary to satisfy any and all foreign, federal, state and local withholding and employment-related tax requirements attributable to an Option, including, without limitation, the grant or exercise
of an Option or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the
Company before taking any action, including issuing any shares of Common Stock, with respect to an Option. 



        8.2    Special Rules.    The Committee may, in its sole discretion and upon terms and conditions established by the
Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 8.1 of the Plan by electing to tender
Previously Acquired Shares, a Broker Exercise Notice or a promissory note (on terms acceptable to the Committee in its sole discretion), or by a combination of such methods. 


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9.    Change in Control.    


        9.1    Change in Control.    For purposes of this Section 9, a "Change in Control" of the Company will mean the
following: 



        (a)  the
sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one transaction or in a series of related
transactions) to a person or entity that is not controlled by the Company; 


        (b)  the
approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; 


        (c)  any
person becomes after the effective date of the Plan the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of (i) 20% or more, but not 50% or more, of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, unless
the transaction resulting in such ownership has been approved in advance by the Continuity Directors (as defined in Section 9.2 below), or (ii) 50% or more of the combined voting power
of the Company's outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity Directors); 


        (d)  a
merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to effective date of such merger or consolidation have
"beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act), immediately following the effective date of such merger or consolidation, of securities of the surviving
corporation representing (i) more than 50%, but less than 80%, of the combined voting power of the surviving corporation's then outstanding securities ordinarily having the right to vote at
elections of directors, unless such merger or consolidation has been approved in advance by the Continuity Directors, or (ii) 50% or less of the combined voting power of the surviving
corporation's then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity Directors); 


        (e)  the
Continuity Directors cease for any reason to constitute at least a majority of the Board; or 


        (f)    any
other change in control of the Company of a nature that would be required to be reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or not
the Company is then subject to such reporting requirement. 




        9.2    Continuity Directors.    For purposes of this Section 9, "Continuity Directors" of the Company will mean
any individuals who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval of the Company's proxy statement in which such individual is
named as a nominee for director without objection to such nomination). 



        9.3    Acceleration of Exercisability.    Without limiting the authority of the Committee under Sections 3.2 and 4.3
of the Plan, if a Change in Control of the Company occurs, then, unless otherwise provided by the Committee in its sole discretion either in the agreement evidencing an Option at the time of grant or
at any time after the grant of an Option, all outstanding Options will become immediately exercisable in full and will remain exercisable for the remainder of their terms, regardless of whether the
Participant to whom such Options have been granted remains in the employ or service of the Company or any Subsidiary. 



10.    Rights of Eligible Recipients and Participants; Transferability.    


        10.1    Employment or Service.    Nothing in the Plan will interfere with or limit in any way the right of the Company
or any Subsidiary to terminate the employment or service of any Eligible Recipient or 


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Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary. 


        10.2    Rights as a Shareholder.    As a holder of Options, a Participant will have no rights as a shareholder unless
and until such Options are exercised for, or paid in the form of, shares of Common Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no
adjustment will be made for dividends or distributions with respect to such Options as to which there is a record date preceding the date the Participant becomes the holder of record of such shares,
except as the Committee may determine in its discretion. 



        10.3    Restrictions on Transfer.    Except pursuant to testamentary will or the laws of descent and distribution or
as otherwise expressly permitted by the Plan (unless approved by the Committee in its sole discretion and the CVE, if necessary), no right or interest of any Participant in an Option prior to the
exercise of such Option will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation
of law or otherwise. A Participant will, however, be entitled to designate a beneficiary to receive an Option upon such Participant's death, and in the event of a Participant's death, payment of any
amounts due under the Plan will be made to, and exercise of Options (to the extent permitted pursuant to Section 7 of the Plan) may be made by, the Participant's legal representatives, heirs
and legatees. 


        10.4    Breach of Confidentiality or Non-Compete Agreements.    Notwithstanding anything in the Plan to
the contrary, in the event that a Participant materially breaches the terms of any confidentiality or non-compete agreement entered into with the Company or any Subsidiary, whether such
breach occurs before or after termination of such Participant's employment or other service with the Company or any Subsidiary, the Committee in its sole discretion may immediately terminate all
rights of the Participant under the Plan and any agreements evidencing an Option then held by the Participant without notice of any kind. 


        10.5    Non-Exclusivity of the Plan.    Nothing contained in the Plan is intended to modify or rescind any
previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable. 


11.    Securities Law and Other Restrictions.    



        Notwithstanding
any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan,
and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Options granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state
or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or
advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates
representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. 


12.    Plan Amendment, Modification and Termination.    


        The
Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that
Options under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the shareholders of the Company if shareholder approval of the amendment is then required pursuant to Section 422 of the Code or the
rules of any 


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stock exchange or Nasdaq or similar regulatory body. No termination, suspension or amendment of the Plan may adversely affect any outstanding Option without the consent of the affected Participant;
provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.2, 4.3 and 9 of the Plan. 



13.    Effective Date and Duration of the Plan.    


        The
Plan is effective as of December 8, 1998, the date it was adopted by the Board. The Plan will terminate at midnight on December 8, 2008 and may be terminated prior to
such time to by Board action, and no Option will be granted after such termination. Options outstanding upon termination of the Plan may continue to be exercised in accordance with their terms. 


14.    Miscellaneous.    



        14.1    Governing Law.    The validity, construction, interpretation, administration and effect of the Plan and any
rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Wyoming, notwithstanding the conflicts of laws principles
of any jurisdictions. 


        14.2    Successors and Assigns.    The Plan will be binding upon and inure to the benefit of the successors and
permitted assigns of the Company and the Participants. 


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BIOSANTE PHARMACEUTICALS, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN (As amended through May 31, 2002)