Exhibit 10.1


 




 





COMMON STOCK AND WARRANT PURCHASE AGREEMENT


 


by and among


 


BioSante
Pharmaceuticals, Inc.


 


and


 


the parties
named herein on Schedule 1, as Purchasers


 


 


August 4, 2003




 





 

















 


This COMMON STOCK
AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of
August 4, 2003, among BioSante Pharmaceuticals, Inc., a Delaware corporation
(the “Company”),
and the purchasers identified on Schedule 1 hereto (each a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated
thereunder, the Company desires to issue and sell to the Purchasers, and the
Purchasers, severally and not jointly, desire to purchase from the Company in
the aggregate, 4,791,982 shares of Common Stock and Warrants to purchase
2,395,993shares of Common Stock.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1          Definitions.


 


In addition to
the terms defined elsewhere in this Agreement, for all purposes of this Agreement,
the following terms have the meanings indicated in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144. With respect to
a Purchaser, any investment fund or managed account that is managed on a
discretionary basis by the same investment manager as such Purchaser will be
deemed to be an Affiliate of such Purchaser.


 


“Agreement”
shall have the meaning ascribed to such term in the Preamble.


 


“Business Day”
means any day except Saturday, Sunday and any day which shall be a federal
legal holiday or a day on which banking institutions in the State of Illinois
are authorized or required by law or other governmental action to close.


 


“Closing”
shall have the meaning ascribed to such term in Section 2.1(a).


 


“Closing Date”
shall have the meaning ascribed to such term in Section 2.1(a).


 


“Closing
Price” means on any particular date (a) the last reported closing
bid price per share of Common Stock on such date on the Trading Market (as
reported by Bloomberg L.P. at 4:15 PM (New York time) as the last reported closing
bid price for regular session trading on such day), or (b) if there is no such
price on such date, then the closing bid price on the Trading Market on the
date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 PM (New
York time) as the closing bid price for regular session trading on such day),
or (c) if the Common Stock is not then listed or quoted on the Trading Market
and if prices for the Common Stock are


 


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then reported on the OTC
Bulletin Board or in the “pink sheets “ published by the National Quotation
Bureau Incorporated (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent closing bid price per share of
the Common Stock so reported, or (d) if the shares of Common Stock are not then
publicly traded the fair market value of a share of Common Stock as determined
by an appraiser selected in good faith by the Purchasers of a majority in
interest of the Shares then outstanding.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, $0.0001 par value per share, and any
securities into which such common stock may hereafter be reclassified.


 


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company”
shall have the meaning ascribed to such term in the Preamble.


 


“Disclosure
Schedules” means the Disclosure Schedules concurrently delivered
herewith.


 


“Effective
Date” means the date that the Registration Statement is first
declared effective by the Commission.


 


“Environmental
Laws” shall have the meaning ascribed to such term in Section
3.1(y).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“FDC Act”
shall have the meaning ascribed to such term in Section 3.1(m).


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Governmental
Authorizations” shall have the meaning ascribed to such term in
Section 3.1(m).


 


“Hazardous
Substances” shall have the meaning ascribed to such term in Section
3.1(y).


 


“Indemnified
Party” shall have the meaning ascribed to such term in Section 5.3.


 


“Indemnifying
Party” shall have the meaning ascribed to such term in Section 5.3.


 


“Intellectual
Property” shall have the meaning ascribed to such term in Section
3.1(o).


 


“Investor
Rights Agreement” means the Investor Rights Agreement, dated as of
the date of this Agreement, among the Company and each of the Purchasers, in
the form of Exhibit B hereto.


 


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“Lien”
means a lien, charge, security interest, encumbrance, right of first refusal or
other restriction, except for a lien for current taxes not yet due and payable
and a minor imperfection of title, if any, not material in nature or amount and
not materially detracting from the value or impairing the use of the property
subject thereto or impairing the operations or proposed operations of the
Company.


 


“Material
Adverse Effect” shall have the meaning ascribed to such term in
Section 3.1(b).


 


“Per Share
Purchase Price” equals $2.15, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement
and prior to Closing.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


“Premises”
shall have the meaning ascribed to such term in Section 3.1(y).


 


“Purchaser”
shall have the meaning ascribed to such term in the Preamble.


 


“Registration
Statement” means a registration statement meeting the requirements
set forth in the Investor Rights Agreement and covering the resale by the
Purchasers of the Shares and the Warrant Shares.


 


“Rights”
shall have the meaning ascribed to such term in Section 3.1(o).


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of Common Stock issued to each Purchaser pursuant to this
Agreement.


 


“Subscription
Amount” means, as to each Purchaser, the amount set forth beside
such Purchaser’s name on Schedule 1 hereto, in United States dollars and
in immediately available funds.


 


“Subsidiary”
means, with respect to any entity, any corporation or other organization of
which securities or other ownership interest having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions, are directly or indirectly owned by such entity or of which such
entity is a partner or is, directly or indirectly, the


 


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beneficial owner of 50% or more
of any class of equity securities or equivalent profit participation interests.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market, or
(ii) if the Common Stock is not listed on a Trading Market, a day on which the
Common Stock is traded on the over-the-counter market, as reported by the OTC
Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as
set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
Day.


 


“Trading
Market” means the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the American
Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the
Nasdaq SmallCap Market.


 


“Transaction
Documents” means this Agreement, the Investor Rights Agreement, the
Warrants and any other documents or agreements executed in connection with the
transactions contemplated hereunder.


 


“Warrants”
means the Common Stock Purchase Warrants, in the form of Exhibit C
hereto. SCO Securities LLC and/or its designees are receiving warrants as
compensation for services rendered in connection with the transaction set forth
herein as provided on Schedule 1 attached hereto, which warrants shall
also be in the form of Exhibit C hereto.  Such warrants shall constitute “Warrants” for all purposes
hereunder and SCO Securities LLC and/or its designees and such other persons or
entities shall constitute “Purchasers” for all purposes hereunder.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of
the Warrants.


 


ARTICLE II


 


PURCHASE AND SALE


 


2.1          Closing.


 


(a)           The closing of the transactions
contemplated under this Agreement (the “Closing”) will take place as promptly as
practicable, but no later than five (5) Business Days following satisfaction or
waiver of the conditions set forth in Sections 2.2 and 2.3 (other than those
conditions which by their terms are not to be satisfied or waived until the
Closing), at the offices of Wiggin & Dana LLP, 400 Atlantic Street,
Stamford, CT 06901 (or remotely via exchange of documents and signatures) or at
such other place or day as may be mutually acceptable to the Purchasers and the
Company.  The date on which the Closing
occurs in the “Closing Date”.


 


(b)           At the Closing, the Purchasers shall
purchase, severally and not jointly, and the Company shall issue and sell, in
the aggregate, 4,791,982 shares of Common Stock and Warrants to purchase
2,395,993shares of Common Stock on the Closing Date. Each Purchaser shall


 


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purchase from the Company, and
the Company shall issue and sell to each Purchaser, a number of Shares equal to
such Purchaser’s Subscription Amount divided by the Per Share Purchase Price
and a Warrant to purchase 50% of the number of Shares purchased by such Purchaser.  The Purchase Price paid by each Purchaser
for which SCO Securities LLC is entitled to a fee as placement agent shall be
placed in escrow pending the Closing pursuant to a Closing Escrow Agreement
among the Company, SCO Securities LLC and Wiggin & Dana LLP (the “Escrow Agent”),
which agreement shall be in the form attached hereto as Exhibit D (the “Closing
Escrow Agreement”).


 


2.2          Conditions to Obligations of
Purchasers to Effect the Closing.


 


The
obligations of each Purchaser to effect the Closing and the transactions
contemplated by this Agreement shall be subject to the satisfaction at or prior
to the Closing of each of the following conditions, any of which may be waived,
in writing, by such Purchaser:


 


(a)           At the Closing (unless otherwise
specified below) the Company shall deliver or cause to be delivered to each
Purchaser the following:


 


(i) this
Agreement, duly executed by the Company;


 


(ii) a
certificate evidencing a number of Shares equal to such Purchaser’s
Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule
1 hereto, registered in the name of such Purchaser;


 


(iii) a
Warrant, registered in the name of such Purchaser, pursuant to which such
Purchaser shall have the right to acquire up to the number of shares of Common
Stock equal to 50% of the Shares to be issued to such Purchaser at such
Closing, as set forth on Schedule 1 hereto;


 


(iv) the
Investor Rights Agreement, duly executed by the Company;


 


(v) a legal
opinion of Oppenheimer Wolff & Donnelly LLP, securities counsel to the
Company, in the form of Exhibit A hereto; and


 


(vi) a
certificate of the Secretary of the Seller (the “Secretary’s Certificate”),
attaching a true copy of the Certificate of Incorporation and Bylaws of the
Seller, as amended to the Closing Date, and attaching true and complete copies
of the resolutions of the Board of Directors of the Seller authorizing the
execution, delivery and performance of this Agreement and the other Transaction
Documents.


 


(b)           All representations and warranties of
the Company contained herein shall remain true and correct as of the Closing
Date as though such representations and warranties were made on such date
(except those representations and warranties that address matters only as of a
particular date will remain true and correct as of such date), except for any
inaccuracies that have not had, and could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.  For purposes of this Section 2.2(b), all
representations and warranties contained in Section 3.1 qualified by “Material
Adverse Effect” or reference to “material” or “in all material respects” or
like variations will not be deemed so qualified.


 


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(c)           As of the Closing Date, there shall
have been no Material Adverse Effect with respect to the Company since the date
hereof.


 


(d)           From the date hereof to the Closing
Date, trading in the Common Stock shall not have been suspended by the
Commission (except for any suspension of trading of limited duration agreed to
by the Company, which suspension shall be terminated prior to the Closing),
and, at any time prior to the Closing Date, trading in securities generally as
reported by Bloomberg Financial Markets shall not have been suspended or
limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a
banking moratorium have been declared either by the United States or New York
State authorities.


 


2.3.         Conditions to Obligations of the
Company to Effect the Closing.


 


(a)           The obligations of the Company to
effect the Closing and the transactions contemplated by this Agreement shall be
subject to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, by the Company.  At the Closing, each Purchaser shall deliver
or cause to be delivered to the Company the following:


 


(i) this
Agreement, duly executed by such Purchaser;


 


(ii) such
Purchaser’s Subscription Amount, by wire transfer of immediately available
funds to the account of the Company and, in the case of each Purchaser for
which SCO Securities LLC is entitled to a fee as placement agent, as provided
in the Closing Escrow Agreement; and


 


(iii) the
Investor Rights Agreement, duly executed by such Purchaser.


 


(b)           All representations and warranties of
each of the Purchasers contained herein shall remain true and correct as of the
Closing Date as though such representations and warranties were made on such
date.


 


ARTICLE III


 


REPRESENTATIONS AND
WARRANTIES


 


3.1          Representations and Warranties of
the Company.


 


Except as set
forth under the corresponding section of the Disclosure Schedules delivered
concurrently herewith, the Company hereby makes the following representations
and warranties as of the date hereof and as of the Closing Date to each
Purchaser:


 


(a)           Subsidiaries.
The Company has no direct or indirect Subsidiaries. Any references in the
Transaction Documents to Subsidiaries existing as of the date hereof shall be
disregarded.


 


(b)           Organization and Qualification.
Each of the Company and the Subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization (as applicable), with the
requisite corporate power and authority to own and use its properties and
assets and to carry on its


 


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business as currently
conducted. Neither the Company nor any Subsidiary is in violation of any of the
provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents. 
Each of the Company and the Subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, would not have or
reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the business or financial condition of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”).


 


(c)           Authorization; Enforceability.
The Company has the requisite corporate power and authority to enter into and
to consummate the transactions contemplated by each of the Transaction
Documents and otherwise to carry out its obligations thereunder. The execution
and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further action
is required by the Company in connection therewith.  Each Transaction Document has been (or upon delivery will have
been) duly executed by the Company and, when delivered in accordance with the
terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to laws
of general application relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and rules
of law governing specific performance, injunctive relief, or other equitable
remedies.


 


(d)           No Conflicts.
The execution, delivery and performance of the Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated
thereby do not and will not (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or
asset of the Company or any Subsidiary is bound or affected, or (iii) result in
a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws
and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected, except, in the cases of clause (ii), where
such conflict, default or violation would not have or reasonably be expected to
result in a Material Adverse Effect.


 


(e)           Filings, Consents and Approvals.
The Company is not required to obtain any consent, waiver, authorization or
order of, give any notice to, or make any filing or registration with, any
court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the
Company of the Transaction Documents, other than (a) the filing with the
Commission of the Registration Statement, the


 


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application(s) to each Trading
Market for the listing of the Shares and Warrant Shares for trading thereon in
the time and manner required thereby, Form D and applicable Blue Sky filings
and (b) such as have already been obtained or such exemptive filings as are
required to be made under applicable securities laws.


 


(f)            Issuance of the Securities.
The Securities are duly authorized and, when issued and paid for in accordance
with the Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens, other than any Liens created by or
imposed on the holders thereof through no action of the Company; and provided,
however, that the Securities will be subject to restrictions on transfer and
state and federal securities laws as provided herein.  The Company has reserved from its duly authorized capital stock
the maximum number of shares of Common Stock issuable pursuant to this
Agreement and the Warrants.


 


(g)           Capitalization.


 


(i)            The authorized and outstanding
capitalization of the Company is as described in the Company’s most recent
periodic report filed with the Commission. The Company has not issued any
capital stock since such filing, other than pursuant to the exercise of
employee stock options under the Company’s stock option plans and pursuant to
the conversion or exercise of Common Stock Equivalents outstanding on the date
thereof.  All shares of the Company’s
issued and outstanding capital stock have been duly authorized, are validly
issued and outstanding, and are fully paid and nonassessable. No securities
issued by the Company from the date of its incorporation to the date hereof
were issued in violation of any statutory or common law preemptive rights.  There are no dividends which have accrued or
been declared but are unpaid on the capital stock of the Company.  All taxes required to be paid by the Company
in connection with the issuance and any transfers of the Company’s capital
stock have been paid.  All securities of
the Company have been issued in all material respects in accordance with the
provisions of all applicable securities and other laws.


 


(ii)           No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents.
Except as a result of the purchase and sale of the Securities and except for
employee and director stock options under the Company’s equity compensation
plans, outstanding warrants to purchase 1,643,750 shares of Common Stock and
466,602 outstanding shares of class C special stock, there are no outstanding
options, warrants, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any Person any right to
subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock,
or securities or rights convertible or exchangeable into shares of Common
Stock. The issue and sale of the Securities will not obligate the Company to
issue shares of Common Stock or other securities to any Person (other than the
Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under such
securities.


 


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(h)           SEC Reports; Financial Statements;
Liabilities.


 


(i)            The Company has filed all reports
required to be filed by it under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the 12
months preceding the date hereof (or such shorter period as the Company was
required by law to file such material) (the foregoing materials, including the
exhibits thereto, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such
extension.  As of their respective
filing dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act, as the case may be, and
the rules and regulations of the Commission promulgated thereunder, as
applicable, and none of the SEC Reports, as of their respective filing dates,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


(ii)           The financial statements of the
Company included in the SEC Reports comply with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States, applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, subject to normal year-end audit adjustments.  Such financial statements fairly present in
all material respects the financial position of the Company and its
consolidated subsidiaries, if any,  as
of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal
year-end audit adjustments.


 


(iii)          Except as set forth in the SEC
Reports, and except for liabilities and obligations incurred since March 31,
2003 in the ordinary course of business, consistent with past practice, as of the
date hereof: (i) the Company and its Subsidiaries do not have any material
liabilities or obligations (absolute, accrued, contingent or otherwise) and
(ii) there has not been any aspect of the prior or current conduct of the
business of the Company or its Subsidiaries which may form the basis for any
material claim by any third party which if asserted could result in a Material
Adverse Effect.


 


(i)            Material Changes.  Since March 31, 2003, the Company has
conducted its business only in the ordinary course, consistent with past
practice, and there has not occurred:


 


(i)            any event that could reasonably be
expected to have a Material Adverse Effect on the Company or any of its
Subsidiaries;


 


(ii)           any amendments or changes in the
charter documents of the Company and its Subsidiaries;


 


(iii)          any damage, destruction or loss,
whether or not covered by insurance, that would, individually or in the
aggregate, have or would be reasonably likely to have, a Material Adverse
Effect on the Company and its Subsidiaries;


 


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(iv)          any:


 


(A)
incurrence, assumption or guarantee by the Company or its Subsidiaries of any
debt for borrowed money other than (i) equipment leases made in the ordinary
course of business, consistent with past practice and (ii) any such incurrence,
assumption or guarantee with respect to an amount of $25,000 or less that has
been disclosed in the SEC Reports;


 


(B) issuance
or sale of any securities convertible into or exchangeable for securities of
the Company other than to directors, employees and consultants pursuant to
existing equity compensation or stock purchase plans of the Company;


 


(C) issuance
or sale of options or other rights to acquire from the Company or its
Subsidiaries, directly or indirectly, securities of the Company or any
securities convertible into or exchangeable for any such securities, other than
options issued to directors, employees and consultants in the ordinary course
of business, consistent with past practice;


 


(D) issuance or
sale of any stock, bond or other corporate security other than to directors,
employees and consultants pursuant to existing equity compensation or stock
purchase plans of the Company;


 


(E) discharge
or satisfaction of any material Lien;


 


(F)
declaration or making any payment or distribution to stockholders or purchase
or redemption of any share of its capital stock or other security other than to
directors, officers and employees of the Company or its Subsidiaries as
compensation for services rendered to the Company or its Subsidiary (as
applicable) or for reimbursement of expenses incurred on behalf of the Company
or its Subsidiary (as applicable);


 


(G) sale,
assignment or transfer of any of its intangible assets except in the ordinary
course of business, consistent with past practice, or cancellation of any debt
or claim except in the ordinary course of business, consistent with past
practice;


 


(H) waiver of
any right of substantial value whether or not in the ordinary course of
business;


 


(I) material
change in officer compensation, except in the ordinary course of business and
consistent with past practice; or


 


(J) other
commitment (contingent or otherwise) to do any of the foregoing.


 


(v)           any creation, sufferance or
assumption by the Company or any of its Subsidiaries of any Lien on any asset
or any making of any loan, advance or capital contribution to or investment in
any Person, in an aggregate amount which exceeds $25,000 outstanding at any
time;


 


(vi)          any entry into, amendment of,
relinquishment, termination or non-renewal by the Company or its Subsidiaries
of any material contract, license, lease, transaction, commitment or other
right or obligation, other than in the ordinary course of business, consistent
with past practice; or


 


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(vii)         any transfer or grant of a right with
respect to the patents, trademarks, trade names, service marks, trade secrets,
copyrights or other intellectual property rights owned or licensed by the
Company or its Subsidiaries, except as among the Company and its Subsidiaries.


 


(j)            Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against
the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any Subsidiary,
nor, to the knowledge of the Company, any director or officer thereof, is or
has been the subject of any Action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of
fiduciary duty.  To the knowledge of the
Company, there has not been and there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop
order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k)           Labor Relations.
No material labor dispute exists or, to the knowledge of the Company, is
imminent with respect to any of the employees of the Company which could
reasonably be expected to result in a Material Adverse Effect.


 


(l)            Compliance.
Neither the Company nor any Subsidiary (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, or (iii) is or has been in violation of
any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its
business, except in the case of clauses (i) and (iii) as would not have or
reasonably be expected to result in a Material Adverse Effect.


 


(m)          Licenses; Compliance With FDA and
Other Regulatory Requirements.


 


(i)            The Company holds all material
authorizations, consents, approvals, franchises, licenses and permits required
under applicable law or regulation for the operation of the business of the
Company and its Subsidiaries as presently operated (the “Governmental Authorizations”).
All the Governmental Authorizations have been duly issued or obtained and are
in full force and effect, and the Company and its Subsidiaries are in material
compliance with the terms of all the Governmental Authorizations. The Company
and its Subsidiaries have not engaged in any activity that, to their knowledge,
would cause revocation or suspension of any such Governmental Authorizations.
The Company has no knowledge of any facts which could reasonably be expected to
cause the Company to believe that the Governmental Authorizations will not be
renewed by the appropriate governmental authorities in the ordinary course.
Neither


 


12

















 


the execution, delivery nor
performance of this Agreement shall adversely affect the status of any of the
Governmental Authorizations.


 


(ii)           Without limiting the generality of
the representations and warranties made in sub-paragraph (i) above, the Company
represents and warrants that (i) the Company and each of its Subsidiaries is in
material compliance with all applicable provisions of the United States Federal
Food, Drug, and Cosmetic Act and the rules and regulations promulgated
thereunder (the “FDC Act”) and equivalent laws, rules and regulations in
jurisdictions outside the United States in which the Company or its
Subsidiaries do business, (ii) its products and those of each of its
Subsidiaries that are in the Company’s control are not adulterated or
misbranded and are in lawful distribution, (iii) all of the products marketed
by and within the control of the Company comply in all material respects with
any conditions of approval and the terms of the application by the Company to
the appropriate Regulatory Authorities, (iv) no Regulatory Authority has
initiated legal action with respect to the manufacturing of the Company’s
products, such as seizures or required recalls, and the Company uses
commercially reasonable efforts to comply with applicable good manufacturing
practice regulations, (v) its products are labeled and promoted by the Company
and its representatives in substantial compliance with the applicable terms of
the marketing applications submitted by the Company to the Regulatory
Authorities and the provisions of the FDC Act and foreign equivalents, (vi) all
adverse events that were known to and required to be reported by Company to the
Regulatory Authorities have been reported to the Regulatory Authorities in a
timely manner, (vii) neither the Company nor any of its Subsidiaries is, to
their knowledge, employing or utilizing the services of any individual who has
been debarred under the FDC Act or foreign equivalents, (viii) all stability
studies required to be performed for products distributed by the Company or any
of its Subsidiaries have been completed or are ongoing in material compliance
with the applicable Regulatory Authority requirements, (ix) any products
exported by the Company or any of its Subsidiaries have been exported in
compliance with the FDC Act and (x) the Company and its Subsidiaries are in
compliance in all material respects with all applicable provisions of the
Controlled Substances Act.  For purposes
of this Section 3.1(m), “Regulatory Authority” means any
governmental authority in a country or region that regulates the manufacture or
sale of Company’s products, including, but not limited to, the United States
Food and Drug Administration.


 


(n)           Title to Assets.
The Company and the Subsidiaries do not own any real property, and have good
and marketable title to all personal property owned by them that is material to
the business of the Company and the Subsidiaries, taken as a whole, in each
case free and clear of all Liens, except those, if any, reflected in the
Company’s financial statements.  Any
real property and facilities held under lease by the Company and the
Subsidiaries are held by them under valid, subsisting and enforceable leases
(subject to laws of general application relating to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights
generally and rules of law governing specific performance, injunctive relief,
or other equitable remedies) with which the Company and the Subsidiaries are in
material compliance.


 


(o)           Intellectual Property.


 


(i)            The Company or a Subsidiary thereof
has the right to use or is the sole and exclusive owner of all right, title and
interest in and to all foreign and domestic patents, patent rights, trademarks,
service marks, trade names, brands and copyrights (whether or not registered
and, if applicable, including pending applications for registration) owned,
used or controlled by


 


13

















 


the Company and its
Subsidiaries (collectively, the “Rights”) and in and to each material
invention, software, trade secret, technology, product, composition, formula
and method of process used by the Company or its Subsidiaries (the Rights and
such other items, the “Intellectual Property”), and, to the
Company’s knowledge, has the right to use the same, free and clear of any claim
or conflict with the rights of others;


 


(ii)           other than as set forth in the SEC
Reports, no royalties or fees (license or otherwise) are payable by the Company
or its Subsidiaries to any Person by reason of the ownership or use of any of
the Intellectual Property;


 


(iii)          there have been no claims made against
the Company or its Subsidiaries asserting the invalidity, abuse, misuse, or
unenforceability of any of the Intellectual Property, and, to the best of the
Company’s knowledge, there are no reasonable grounds for any such claims;


 


(iv)          neither the Company nor its
Subsidiaries have made any claim of any violation or infringement by others of
its rights in the Intellectual Property, and to the best of the Company’s
knowledge, no reasonable grounds for such claims exist; and


 


(v)           neither the Company nor its
Subsidiaries have received notice that it is in conflict with or infringing
upon the asserted rights of others in connection with the Intellectual
Property.


 


(p)           Insurance.
The Company and the Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which the Company and the
Subsidiaries are engaged.  All of the
insurance policies of the Company and its Subsidiaries are in full force and
effect and are valid and enforceable in accordance with their terms, and the
Company and its Subsidiaries have complied with all material terms and
conditions thereof.  Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business without a significant increase in cost.


 


(q)           Transactions With Affiliates and
Employees. 
None of the officers or directors of the Company and, to the knowledge
of the Company, none of the employees of the Company is presently a party to
any transaction with the Company or any Subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner, other than
(a) for payment of salary or consulting fees for services rendered, (b)
reimbursement for expenses incurred on behalf of the Company and (c) for other
employee benefits, including stock option agreements and other stock awards
under any equity compensation plan of the Company.


 


(r)           Internal Accounting Controls.
The Company and each of the Subsidiaries maintains a system of internal
accounting controls sufficient in the judgment of the Company’s management to
provide reasonable assurance that (i) transactions are executed in accordance


 


14

















 


with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company, including its Subsidiaries, is made known to the certifying
officers by others within those entities, particularly during the period in
which the Company’s Form 10-KSB or 10-QSB, as the case may be, is being
prepared. The Company’s certifying officers have evaluated the effectiveness of
the Company’s controls and procedures as of a date within 90 days prior to the
filing date of the Form 10-QSB for the quarter ended March 31, 2003.  The Company presented in its Form 10-QSB for
the quarter ended March 31, 2003, the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their
evaluations as of the March 31, 2003. 
Since March 31, 2003, there have been no significant changes in the
Company’s internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other
factors that could significantly affect the Company’s internal controls.


 


(s)           Certain Fees.
Except for fees payable to SCO Securities LLC, no brokerage or finder’s fees or
commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or
other Person with respect to the transactions contemplated by this Agreement.
The Purchasers shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the
transactions contemplated by this Agreement.


 


(t)            Private Placement; Integrated
Offering. Assuming the accuracy of the Purchasers
representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the offer and sale of the Securities by the
Company to the Purchasers as contemplated hereby. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations of the
Trading Market.  Neither the Company,
nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company
for purposes of the Securities Act and would as a result require registration
under the Securities Act or trigger any applicable shareholder approval
provisions, including, without limitation, under the rules and regulations of
any exchange or automated quotation system on which any of the securities of
the Company are listed or designated.


 


(u)           Charter, Bylaws and Corporate
Records. The minute books of the Company and its
Subsidiaries contain in all material respects complete and accurate records of
all meetings and other corporate actions of the board of directors, committees
of the board of directors, incorporators and stockholders of the Company and
its Subsidiaries from the date of incorporation of each such entity to the date
hereof. All material corporate decisions and actions have been validly made or
taken. All corporate books, including without limitation the share


 


15

















 


transfer register, comply in
all material respects with applicable laws and regulations and have been
regularly updated.


 


(v)            Registration Rights.
Other than the parties to that certain Registration Rights Agreement dated May
6, 1999 among the Company and the parties thereto and those certain
Subscription Agreements between the Company and the subscribers thereto
executed in connection with the Company’s April 2001 private placement, no
Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company.


 


(w)           Listing and Maintenance Requirements.
The Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed
or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such listing and maintenance requirements.


 


(x)           Taxes. All
tax returns and tax reports required to be filed with respect to the income,
operations, business or assets of the Company and its Subsidiaries have been
timely filed (or appropriate extensions have been obtained) with the
appropriate governmental agencies in all jurisdictions in which such returns
and reports are required to be filed, and all of the foregoing as filed are, in
all material respects, correct and complete and, in all material respects,
reflect accurately all liability for taxes of the Company and its Subsidiaries
for the periods to which such returns relate, and all amounts shown as owing
thereon have been paid. All income, profits, franchise, sales, use, value
added, occupancy, property, excise, payroll, withholding, FICA, FUTA and other
taxes (including interest and penalties), if any, collectible or payable by the
Company and its Subsidiaries or relating to or chargeable against any of its
material assets, revenues or income or relating to any employee, independent
contractor, creditor, stockholder or other third party through the Closing
Date, were fully collected and paid by such date if due by such date or
provided for by adequate reserves in the financial statements contained in the
SEC Reports as of and for the periods ended March 31, 2003 (other than taxes
accruing after such date) and all similar items due through the Closing Date
will have been fully paid by that date or provided for by adequate reserves,
whether or not any such taxes were reported or reflected in any tax returns or
filings. No taxation authority has sought to audit the records of the Company
or any of its Subsidiaries for the purpose of verifying or disputing any tax
returns, reports or related information and disclosures provided to such
taxation authority, or for the Company’s or any of its Subsidiaries’ alleged
failure to provide any such tax returns, reports or related information and
disclosure. No material claims or deficiencies have been asserted against or
inquiries raised with the Company or any of its Subsidiaries with respect to
any taxes or other governmental charges or levies which have not been paid or
otherwise satisfied, including claims that, or inquiries whether, the Company
or any of its Subsidiaries has not filed a tax return that it was required to
file, and, to the best of the Company’s knowledge, there exists no reasonable
basis for the making of any such claims or inquiries. Neither the Company nor
any of its Subsidiaries has waived any restrictions on assessment or collection
of taxes or consented to the extension of any statute of limitations relating
to taxation.


 


(y)           Environmental Matters. None
of the premises or any properties owned, occupied or leased by the Company or
its Subsidiaries (the “Premises”) has been used by the Company or
the Subsidiaries or, to the Company’s knowledge, by any other Person, to


 


16

















 


manufacture, treat, store, or
dispose of any substance that has been designated to be a “hazardous substance”
under applicable Environmental Laws (hereinafter defined) (“Hazardous
Substances”) in violation of any applicable Environmental Laws. To
its knowledge, the Company has not disposed of, discharged, emitted or released
any Hazardous Substances which would require, under applicable Environmental
Laws, remediation, investigation or similar response activity. No Hazardous
Substances are present as a result of the actions of the Company or, to the
Company’s knowledge, any other Person, in, on or under the Premises which would
give rise to any liability or clean-up obligations of the Company under
applicable Environmental Laws. The Company and, to the Company’s knowledge, any
other Person for whose conduct it may be responsible pursuant to an agreement
or by operation of law, are in compliance with all laws, regulations and other
federal, state or local governmental requirements, and all applicable
judgments, orders, writs, notices, decrees, permits, licenses, approvals,
consents or injunctions in effect on the date of this Agreement relating to the
generation, management, handling, transportation, treatment, disposal, storage,
delivery, discharge, release or emission of any Hazardous Substance (the “Environmental
Laws”). Neither the Company nor, to the Company’s knowledge, any
other Person for whose conduct it may be responsible pursuant to an agreement
or by operation of law has received any written complaint, notice, order, or
citation of any actual, threatened or alleged noncompliance with any of the
Environmental Laws, and there is no proceeding, suit or investigation pending
or, to the Company’s knowledge, threatened against the Company or, to the
Company’s knowledge, any such Person with respect to any violation or alleged
violation of the Environmental Laws, and, to the knowledge of the Company,
there is no basis for the institution of any such proceeding, suit or
investigation.


 


(z)           Disclosure.
The Company confirms that neither the Company nor any other Person acting on
its behalf and at the direction of the Company, has provided any of the
Purchasers or their agents or counsel with any information that in the
Company’s reasonable judgment, at the time such information was furnished,
constitutes material, non-public information. The Company understands and
confirms that the Purchasers will rely on the foregoing representations and
covenants in effecting transactions in securities of the Company. All
disclosure provided to the Purchasers regarding the Company, its business and
the transactions contemplated hereby, including the Disclosure Schedules to
this Agreement, furnished by or on behalf of the Company are true and correct
and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading.


 


3.2          Representations and Warranties of
the Purchasers.


 


Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of
the date hereof and as of the Closing Date to the Company as follows:


 


(a)           Organization; Authority;
Enforceability. Such Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with full power and authority to enter into
and to consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations thereunder. The execution, delivery and
performance by such Purchaser of the transactions contemplated by this
Agreement has been duly authorized by all necessary corporate or similar action
on the part of such Purchaser. Each Transaction Document to which it is a party
has been


 


17

















 


duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, subject to laws
of general application relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
rules of law governing specific performance, injunctive relief, or other
equitable remedies.


 


(b)           General Solicitation.
Such Purchaser is not purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities
published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general
solicitation or general advertisement.


 


(c)           No Public Sale or Distribution.
Such Purchaser is (i) acquiring the Shares and Warrants and (ii) upon exercise
of the Warrants will acquire the Warrant Shares, for its own account and not
with a view towards, or for resale in connection with, the public sale or
distribution thereof, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations
herein, such Purchaser does not agree to hold any of the Securities for any
minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an
exemption under the Securities Act. Such Purchaser is acquiring the Securities
hereunder in the ordinary course of its business. Such Purchaser does not have
any agreement or understanding, directly or indirectly, with any Person to
distribute any of the Securities.


 


(d)           Accredited Investor Status.
Such Purchaser is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D.


 


(e)           Residency.  Such Purchaser is a resident of
the jurisdiction set forth below such Purchaser’s name on Schedule 1
attached hereto.


 


(f)            Reliance on Exemptions.
Such Purchaser understands that the Shares and Warrants are being offered and
sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Purchaser’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of such Purchaser to
acquire the Common Stock and Warrants.


 


(g)           Information.
Such Purchaser and its advisors, if any, have been furnished with all publicly
available materials relating to the business, finances and operations of the
Company and such other publicly available materials relating to the offer and
sale of the Shares and Warrants as have been requested by such Purchaser. Such
Purchaser and its advisors, if any, have been afforded the opportunity to ask
questions of the Company. Neither such inquiries nor any other due diligence
investigations conducted by such Purchaser or its advisors, if any, or its
representatives shall modify, amend or affect such Purchaser’s right to rely on
the Company’s representations and warranties contained herein. Such Purchaser
understands that its investment in the Shares and Warrants involves a high
degree of risk.


 


18

















 


(h)           No Governmental Review.
Such Purchaser understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any
recommendation or endorsement of the Shares and Warrants or the fairness or
suitability of the investment in the Shares and Warrants, nor have such
authorities passed upon or endorsed the merits of the offering of the Shares
and Warrants.


 


(i)            Experience of Such Purchaser.
Such Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters,
including investing in companies engaged in the business in which the Company
is engaged, so as to be capable of evaluating the merits and risks of the
prospective investment in the Shares and Warrants, and has so evaluated the
merits and risks of such investment. Such Purchaser is able to bear the
economic risk of an investment in the Shares and Warrants and, at the present
time, is able to afford a complete loss of such investment.


 


The Company
acknowledges and agrees that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2.


 


ARTICLE IV


 


OTHER AGREEMENTS OF
THE PARTIES


 


4.1          Transfer Restrictions.


 


(a)           The Securities may only be disposed
of in compliance with state and federal securities laws.  In connection with any transfer of
Securities other than pursuant to an effective registration statement, to the
Company, to an Affiliate of a Purchaser (who is an accredited investor and
executes a customary representation letter) or in connection with a pledge as
contemplated in Section 4.1(b), the Company may require the transferor thereof
to provide to the Company an opinion of counsel selected by the transferor, the
form and substance of which opinion shall be reasonably satisfactory to the
Company, to the effect that such transfer does not require registration of such
transferred Securities under the Securities Act, provided, however, that in
the case of a transfer pursuant to Rule 144, no opinion shall be required if
the transferor provides the Company with a customary seller’s representation
letter, and if such sale is not pursuant to subsection (k) of Rule 144, a
customary broker’s representation letter and a Form 144.   As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and the Investor Rights
Agreement, and shall have the rights of a Purchaser under this Agreement and
the Investor Rights Agreement.  Except
as required by federal securities laws and the securities law of any state or
other jurisdiction within the United States, the Securities may be transferred,
in whole or in part, by any of the Purchasers at any time.  The Company shall reissue certificates
evidencing the Securities upon surrender of certificates evidencing the
Securities being transferred in accordance with this Section 4.1(a).


 


(b)           The Purchasers agree to the
imprinting, so long as is required by this Section 4.1(b), of a legend on any
of the Securities in the following form:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE


 


19

















 


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 MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a) UNDER THE SECURITIES ACT.


 


The Company
acknowledges and agrees that a Purchaser may from time to time pledge pursuant
to a bona fide margin agreement with a registered broker-dealer or grant a
security interest in some or all of the Securities to a financial institution
that is an “accredited investor” as defined in Rule 501(a) under the Securities
Act and, if required under the terms of such arrangement, such Purchaser may
transfer pledged or secured Securities to the pledgees or secured parties.  Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection therewith;
provided, however, that such Purchaser shall provide the Company with such
documentation as is reasonably requested by the Company to ensure that the
pledge is pursuant to a bona fide margin agreement with a registered broker-dealer
or a security interest in some or all of the Securities to a financial
institution that is an “accredited investor” as defined in Rule 501(a) under
the Securities Act.  At the appropriate
Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities, including
the preparation and filing of any required prospectus supplement under Rule
424(b)(3) under the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling stockholders
thereunder.


 


(c)           Certificates evidencing the Shares
and Warrant Shares shall not contain any legend (including the legend set forth
in Section 4.1(b)), (i) following any sale of such Shares or Warrant Shares
pursuant to Rule 144, or (ii) if such Shares or Warrant Shares are eligible for
sale under Rule 144(k), or (iii) if such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the Staff of the Commission). The
Company shall cause its counsel to issue a legal opinion to the Company’s
transfer agent promptly upon the occurrence of any of the events in clauses
(i), (ii) or (iii) above to effect the removal of the legend hereunder and
shall also cause its counsel to issue a “blanket” legal opinion to the
Company’s transfer agent promptly after the Effective Date, if required by the
Company’s transfer agent, to allow sales pursuant to an effective Registration
Statement. The Company agrees that at such time as such legend is no longer
required under this Section 4.1(c), it will, no later than three Trading Days
following the delivery by a Purchaser to the Company or the Company’s transfer
agent of a certificate representing Shares or Warrant Shares, as the case may
be, issued with a restrictive legend, deliver or cause to be delivered to such
Purchaser a certificate representing such Securities that is free from all
restrictive and other legends. The


 


20

















 


Company may not make any
notation on its records or give instructions to any transfer agent of the
Company that enlarge the restrictions on transfer set forth in this Section.


 


(d)           Each Purchaser, severally and not
jointly, agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.1 is predicated upon the
Company’s reliance on, and the Purchaser’s agreement that, and each Purchaser
hereby agrees that, the Purchaser will not sell any Securities except pursuant
to either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom.


 


4.2          Furnishing of Information.


 


As long as any
Purchaser owns Securities, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act. Upon the request of any such holder of Securities, the
Company shall deliver to such holder a written certification of a duly
authorized officer as to whether it has complied with the preceding sentence.
As long as any Purchaser owns Securities, if the Company is not required to
file reports pursuant to the Exchange Act, it will prepare and furnish to the
Purchasers and make publicly available in accordance with Rule 144(c), such
information as is required for the Purchasers to sell the Securities under Rule
144. The Company further covenants that it will take such further action as any
holder of Securities may reasonably request, all to the extent required from
time to time to enable such Person to sell such Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144.


 


4.3          Integration.


 


The Company
shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Securities in a manner that
would require the registration under the Securities Act of the sale of the
Securities to the Purchasers or that would be integrated with the offer or sale
of the Securities for purposes of the rules and regulations of any Trading
Market.


 


4.4          Limitation on Future Financing.


 


From the date
hereof until the earlier of 120 calendar days after the Closing Date or 15
calendar days after the Effective Date, the Company shall not effect an
issuance of its Common Stock or Common Stock Equivalents.  Notwithstanding anything to the contrary
herein, this Section 4.4 shall not apply to the following: (a) the granting of
options or other equity compensation awards or the issuance of Common Stock or
Common Stock Equivalents to employees, independent contractors, officers and
directors of the Company pursuant to any equity compensation plan duly adopted
by a majority of the non-employee members of the Board of Directors of the
Company or a majority of the members of a committee of non-employee directors
established for such purpose (and the exercise of such options or Common Stock
Equivalents), or (b) the exercise of any security issued by the Company in
connection with the offer and sale of the Company’s securities pursuant to this
Agreement, or (c) the exercise of or conversion of any convertible securities,
options or warrants issued and outstanding on the date hereof, or (d) the issuance
of Common Stock or Common Stock Equivalents in connection with


 


21

















 


acquisitions or strategic
investments, partnerships, business relationship or joint venture, the primary
purpose of which is not to raise capital, or (e) the issuance of securities
pursuant to a stock split or stock dividend or similar capital modification, or
(f) the issuance of securities upon the authorization of the Company’s Board of
Directors in connection with business conducted by the Company with vendors,
lessors or financial institutions in connection with financing transactions.


 


4.5          Publicity.


 


The Company
shall, within five Business Days following the Closing Date, file a Current
Report on Form 8-K, disclosing the transactions contemplated hereby and make
such other filings and notices in the manner and time required by the
Commission.  The Company and SCO
Securities LLC shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser nor SCO Securities LLC shall issue any such press release or
otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser or SCO Securities
LLC, or without the prior consent of SCO Securities LLC, with respect to any
press release of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication.


 


4.6          Shareholders Rights Plan.


 


No claim will
be made or enforced by the Company or any other Person that any Purchaser is an
“acquiring person” under any shareholders rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any
Purchaser could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.


 


4.7          Non-Public Information.


 


The Company
covenants and agrees that neither it nor any other Person acting on its behalf
will provide any Purchaser or its agents or counsel with any information that
the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have executed a written agreement regarding the
confidentiality and use of such information. The Company understands and confirms
that each Purchaser shall be relying on the foregoing representations in
effecting transactions in securities of the Company.


 


4.8          Use of Proceeds.


 


The Company
covenants and agrees that the proceeds from the sale of the Common Stock and
Warrants shall be used by the Company for working capital and general corporate
purposes; under no circumstances shall any portion of the proceeds be applied
to:


 


(i)                                   accelerated
repayment of debt existing on the date hereof;


 


(ii)                                the payment of
dividends or other distributions on any capital stock of the Company;


 


22

















 


(iii)                             increased executive
compensation (other than in the ordinary course of business) or loans to
officers, employees, stockholders or directors, unless approved by a majority
of the disinterested members of the Board of Directors;


 


(iv)                            the purchase of debt or
equity securities of any Person, including the Company and its Subsidiaries,
except in connection  with investment of
excess cash in high quality (A1/P1 or better) money market instruments having
maturities of one year or less; or


 


(v)                               any expenditure not
directly related to the business of the Company.


 


4.9          Reservation of Common Stock.


 


As of the date
hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, a sufficient number of
shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement and Warrant Shares pursuant to the Warrants.


 


4.10        Listing of Common Stock.


 


The Company
hereby agrees to use commercially reasonable efforts to maintain the listing of
the Common Stock on the OTC Bulletin Board or any applicable Trading Market,
and, if required, as soon as reasonably practicable following the Closing to
list the applicable Shares and Warrant Shares on the OTC Bulletin Board or any
applicable Trading Market. The Company further agrees, if the Company applies
to have the Common Stock traded on any other Trading Market, it will include in
such application the Shares and the Warrant Shares, and will take such other
action as is necessary to cause the Shares and Warrant Shares to be listed on
such other Trading Market as promptly as possible.


 


4.11        Intentionally Omitted.


 


4.12        Business
Operations. Until the earlier of:  (i) the third year anniversary of the
Closing Date and (ii) the date that the Purchasers own less than 50% of the
Shares originally issued pursuant to this Agreement, the Company shall comply
with the following covenants:


 


(a)           Insurance.
The Company and its Subsidiaries shall maintain insurance policies such that
the representations contained in the first sentence of Section 3.1(p) hereof
continue to be true and correct and shall, from time to time upon the written
request of the Purchasers, promptly furnish or cause to be furnished to the
Purchasers evidence, in form and substance reasonably satisfactory to the
Purchasers, of the maintenance of all insurance maintained by it.


 


(b)           Corporate
Existence; Licenses. 
So long as a Purchaser owns Securities, the Company shall preserve and
maintain and cause its Subsidiaries to preserve and maintain their corporate
existence and good standing in the jurisdiction of their incorporation and the
rights, privileges and franchises of the Company and its Subsidiaries (except,
in each case, in the event of a merger or consolidation in which the Company or
its Subsidiaries, as applicable, is not the surviving entity) in each case
where the failure to so preserve or maintain could have a Material Adverse
Effect on the financial condition, business or operations of the Company and
its


 


23

















 


Subsidiaries taken as a whole.  The Company shall, and shall cause its
Subsidiaries to, maintain at all times all material licenses or permits
necessary to the conduct of its business and as required by any governmental
agency or instrumentality thereof, including without limitation all FDA
clearances and approvals.


 


(c)           Taxes
and Claims. 
The Company and its Subsidiaries shall duly pay and discharge (a) all
taxes, assessments and governmental charges upon or against the Company or its
properties or assets prior to the date on which penalties attach thereto,
unless and to the extent that such taxes are being diligently contested in good
faith and by appropriate proceedings, and appropriate reserves therefor have
been established, and (b) all lawful claims, whether for labor, materials,
supplies, services or anything else which might or could, if unpaid, become a lien
or charge upon the properties or assets of the Company or its Subsidiaries,
unless and to the extent only that the same are being contested in good faith
and by appropriate proceedings and appropriate reserves therefor have been
established.


 


(d)           Affiliate
Transactions. 
Except for transactions approved by a majority of the disinterested
members of the board of directors of the Company, neither the Company nor any
of its Subsidiaries shall enter into any transaction with any (i) director,
officer, employee or holder of more than 5% of the outstanding capital stock of
any class or series of capital stock of the Company or any of its Subsidiaries,
(ii) member of the immediate family of any such person, or (iii) corporation,
partnership, trust or other entity in which any such person, or member of the
immediate family of any such person, is a director, officer, trustee, partner
or holder of more than 5% of the outstanding capital stock thereof.


 


4.13        Securities
Law Compliance.


 


(a)           Securities
Act.  The Company
shall timely prepare and file with the Securities and Exchange Commission the
form of notice of the sale of securities pursuant to the requirements of
Regulation D regarding the sale of the Common Stock and Warrants under this
Agreement.


 


(b)           State
Securities Law Compliance — Sale.  The Company shall timely prepare and file
such applications, consents to service of process (but not including a general
consent to service of process) and similar documents and take such other steps
and perform such further acts as shall be required by the state securities law
requirements of each jurisdiction where a Purchaser resides, as indicated on Schedule
1, with respect to the sale of the Common Stock and Warrants under this
Agreement.


 


(c)           State
Securities Law Compliance —Resale.  Beginning no later than 30 days following
the date of this Agreement and continuing until either (i) the purchasers have
sold all of their Common Stock under a registration statement pursuant to the
Investor Rights Agreement or (ii) the Common Stock becomes a “covered security”
under Section 18(b)(1)(A) of the Securities Act, the Company shall maintain
within either Moody’s Industrial Manual or Standard and Poor’s Standard
Corporation Descriptions (or any successors to these manuals which are similarly
qualified as “recognized securities manuals” under state Blue Sky laws) an
updated listing containing (i) the names of the officers and directors of the
Company, (ii) a balance sheet of the Company as of a date that is at no time
older than eighteen months and (iii) a profit and


 


24

















 


loss statement of the Company for either the
preceding fiscal year or the most recent year of operations.


 


ARTICLE V


 


INDEMNIFICATION,
TERMINATION AND DAMAGES


 


5.1          Survival of Representations.


 


Except as
otherwise provided herein, the representations and warranties of the Company
and the Purchasers contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing Date and
shall continue in full force and effect for a period of two (2) years from the
Closing Date; provided, however, that the Company’s warranties and
representations under Sections 3.1(a) (Subsidiaries), 3.1(g) (Capitalization),
3,1(x) (Taxes) and 3.1(y) (Environmental Matters) shall survive the Closing
Date and continue in full force and effect until the expiration of all
applicable statutes of limitation.  The
Company’s and the Purchasers’ warranties and representations shall in no way be
affected or diminished in any way by any investigation of (or failure to
investigate) the subject matter thereof made by or on behalf of the Company or
the Purchasers.


 


5.2          Indemnification.


 


(a)           The Company agrees to indemnify and
hold harmless the Purchasers, their Affiliates, each of their officers,
directors, employees and agents and their respective successors and assigns,
from and against any losses, damages, or expenses which are caused by or arise
out of (i) any breach or default in the performance by the Company of any
covenant or agreement made by the Company in this Agreement or in any of the
Transaction Documents; (ii) any breach of warranty or representation made by
the Company in this Agreement or in any of the Transaction Documents; and/or
(iii) any and all third party actions, suits, proceedings, claims, demands,
judgments, costs and expenses (including reasonable legal fees and expenses)
incident to any of the foregoing.


 


(b)           The Purchasers, severally and not
jointly, agree to indemnify and hold harmless the Company, its Affiliates, each
of their officers, directors, employees and agents and their respective
successors and assigns, from and against any losses, damages, or expenses which
are caused by or arise out of (A) any breach or default in the performance by
the Purchasers of any covenant or agreement made by the Purchasers in this
Agreement or in any of the Transaction Documents; (B) any breach of warranty or
representation made by the Purchasers in this Agreement or in any of the
Transaction Documents; and (C) any and all third party actions, suits,
proceedings, claims, demands, judgments, costs and expenses (including
reasonable legal fees and expenses) incident to any of the foregoing; provided,
however, that a Purchaser’s liability under this Section 5.2(b)
shall not exceed the Purchase Price paid by such Purchaser hereunder.


 


5.3          Indemnity Procedure.


 


A party or
parties hereto agreeing to be responsible for or to indemnify against any
matter pursuant to this Agreement is referred to herein as the “Indemnifying
Party” and the other party or parties claiming indemnity is referred
to as the “Indemnified
Party”.  An Indemnified


 


25

















 


Party under this Agreement
shall, with respect to claims asserted against such party by any third party,
give written notice to the Indemnifying Party of any liability which might give
rise to a claim for indemnity under this Agreement within sixty (60) Business
Days of the receipt of any written claim from any such third party, but not
later than twenty (20) days prior to the date any answer or responsive pleading
is due, and with respect to other matters for which the Indemnified Party may
seek indemnification, give prompt written notice to the Indemnifying Party of
any liability which might give rise to a claim for indemnity; provided,
however, that any failure to give such notice will not waive any
rights of the Indemnified Party except to the extent the rights of the
Indemnifying Party are materially prejudiced.


 


The Indemnifying
Party shall have the right, at its election, to take over the defense or
settlement of such claim by giving written notice to the Indemnified Party at
least fifteen (15) days prior to the time when an answer or other responsive
pleading or notice with respect thereto is required. If the Indemnifying Party
makes such election, it may conduct the defense of such claim through counsel
of its choosing (subject to the Indemnified Party’s approval of such counsel,
which approval shall not be unreasonably withheld), shall be solely responsible
for the expenses of such defense and shall be bound by the results of its
defense or settlement of the claim. The Indemnifying Party shall not settle any
such claim without prior notice to and consultation with the Indemnified Party,
and no such settlement involving any equitable relief or which might have an
adverse effect on the Indemnified Party may be agreed to without the written
consent of the Indemnified Party (which consent shall not be unreasonably
withheld). So long as the Indemnifying Party is diligently contesting any such
claim in good faith, the Indemnified Party may pay or settle such claim only at
its own expense and the Indemnifying Party will not be responsible for the fees
of separate legal counsel to the Indemnified Party, unless the named parties to
any proceeding include both parties or representation of both parties by the
same counsel would be inappropriate in the reasonable opinion of the
Indemnified Party, due to conflicts of interest or otherwise. If the
Indemnifying Party does not make such election, or having made such election
does not, in the reasonable opinion of the Indemnified Party proceed diligently
to defend such claim, then the Indemnified Party may (after written notice to
the Indemnifying Party), at the expense of the Indemnifying Party, elect to
take over the defense of and proceed to handle such claim in its discretion and
the Indemnifying Party shall be bound by any defense or settlement that the
Indemnified Party may make in good faith with respect to such claim. In
connection therewith, the Indemnifying Party will fully cooperate with the
Indemnified Party should the Indemnified Party elect to take over the defense
of any such claim. The parties agree to cooperate in defending such third party
claims and the Indemnified Party shall provide such cooperation and such access
to its books, records and properties as the Indemnifying Party shall reasonably
request with respect to any matter for which indemnification is sought
hereunder; and the parties hereto agree to cooperate with each other in order
to ensure the proper and adequate defense thereof.


 


With regard to
claims of third parties for which indemnification is payable hereunder, such
indemnification shall be paid by the Indemnifying Party upon the earlier to
occur of: (i) the entry of a judgment against the Indemnified Party and the
expiration of any applicable appeal period, or if earlier, five (5) days prior
to the date that the judgment creditor has the right to execute the judgment;
(ii) the entry of an unappealable judgment or final appellate decision against
the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the
foregoing, the reasonable expenses of counsel to the Indemnified Party shall be
reimbursed on a current basis by the Indemnifying Party. With regard to other
claims for which indemnification is


 


26

















 


payable hereunder, such
indemnification shall be paid promptly by the Indemnifying Party upon demand by
the Indemnified Party.


 


ARTICLE
VI


 


MISCELLANEOUS


 


6.1          Fees and Expenses.


 


The Company
shall be responsible for the payment of the Purchasers’ reasonable and
documented legal fees and other third-party expenses relating to the
preparation, negotiation and execution of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated herein, and
therein, in an amount not to exceed $50,000.


 


6.2          Entire Agreement.


 


The
Transaction Documents, together with the exhibits and schedules thereto,
contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been
merged into such documents, exhibits and schedules.


 


6.3          Notices.


 


Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified on
the signature pages attached hereto prior to 5:00 p.m. (New York City time) on
a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number on
the signature pages attached hereto on a day that is not a Trading Day or later
than 5:00 p.m. (New York City time) on any Trading Day, (c) the Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be
as follows:


 


If to the
Purchasers, at each Purchaser’s address set forth under its name on Schedule
1 attached hereto, or with respect to the Company, addressed to:


 


BioSante
Pharmaceuticals, Inc.

111 Barclay Boulevard

Lincolnshire, Illinois 60069

Attention:  Stephen M. Simes, President
and Chief Executive Officer

Facsimile No. (847) 478-9260


 


or to such other address or
addresses or facsimile number or numbers as any such party may most recently
have designated in writing to the other parties hereto by such notice. Copies
of notices to the Company shall be sent to:


 


27

















 


Oppenheimer
Wolff & Donnelly LLP

Plaza VII Building, Suite 3300

45 South Seventh Street

Minneapolis, Minnesota 55402

Attention:  Amy E. Culbert, Esq.

Facsimile No.: (612) 607-7100


 


Copies of notices to any
Purchaser shall be sent to the addresses, if any, listed on Schedule 1
attached hereto.


 


6.4          Amendments; Waivers.


 


No provision
of this Agreement may be waived or amended except in a written instrument
signed, in the case of an amendment, by the Company and each Purchaser or, in
the case of a waiver, by the party against whom enforcement of any such waiver
is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


6.5          Construction.


 


The headings
herein are for convenience only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction
will be applied against any party.


 


6.6          Successors and Assigns.


 


This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns. The Company may not assign this Agreement or
any rights or obligations hereunder without the prior written consent of each
Purchaser. Any Purchaser may assign any or all of its rights under this Agreement
to any Person, provided such transferee agrees in writing to be bound, with
respect to the transferred Securities, by the provisions hereof that apply to
the Purchasers.


 


6.7          No Third-Party Beneficiaries.


 


This Agreement
is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, except as otherwise set
forth in Article V.


 


6.8          Governing Law.


 


All questions
concerning the construction, validity, enforcement and interpretation of the
Transaction Documents 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.


 


28

















 


6.9          Jurisdiction; Venue; Service of
Process.


 


This Agreement
shall be subject to the exclusive jurisdiction of the Federal District Court,
Southern District of New York and if such court does not have proper
jurisdiction, the State Courts of New York County, New York. The parties to
this Agreement agree that any breach of any term or condition of this Agreement
shall be deemed to be a breach occurring in the State of New York by virtue of
a failure to perform an act required to be performed in the State of New York
and irrevocably and expressly agree to submit to the jurisdiction of the
Federal District Court, Southern District of New York and if such court does
not have proper jurisdiction, the State Courts of New York County, New York for
the purpose of resolving any disputes among the parties relating to this
Agreement or the transactions contemplated hereby. The parties irrevocably
waive, to the fullest extent permitted by law, any objection which they may now
or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement, or any judgment entered by any
court in respect hereof brought in New York County, New York, and further
irrevocably waive any claim that any suit, action or proceeding brought in
Federal District Court, Southern District of New York and if such court does
not have proper jurisdiction, the State Courts of New York County, New York has
been brought in an inconvenient forum. Each of the parties hereto consents to
process being served in any such suit, action or proceeding, by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. 
Nothing in this Section 6.9 shall affect or limit any right to serve
process in any other manner permitted by law.


 


6.10        Execution.


 


This Agreement
may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.


 


6.11        Severability.


 


If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.


 


6.12        Replacement of Securities.


 


If any
certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested by the Company.  The


 


29

















 


applicants for a new
certificate or instrument under such circumstances shall also pay any
reasonable third-party costs associated with the issuance of such replacement
Securities.


 


6.13        Remedies.


 


In addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be adequate.


 


6.14        Payment Set Aside.


 


To the extent
that the Company makes a payment or payments to any Purchaser pursuant to any
Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a
trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall, to the extent
permissible under applicable law, be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.


 


6.15        Independent Nature of Purchasers’
Obligations and Rights.


 


The
obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall
be responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out
of the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser has been represented by its own separate legal counsel
in their review and negotiation of the Transaction Documents. For reasons of
administrative convenience only, Purchasers and their respective counsel have
chosen to communicate with the Company through Wiggin & Dana LLP, but such
counsel does not represent any of the Purchasers in this transaction other than
SCO Securities LLC. The Company has elected to provide all Purchasers with the
same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by the Purchasers.


 


30

















 


6.16        Waiver of Trial by Jury.


 


THE PARTIES
HERETO IRREVOCABLY WAIVE TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


6.17        Further Assurances.


 


Each party
agrees to cooperate fully with the other parties and to execute such further
instruments, documents and agreements and to give such further written assurances
as may be reasonably requested by any other party to better evidence and
reflect the transactions described herein and contemplated hereby and to carry
into effect the intents and purposes of this Agreement, and further agrees to
take promptly, or cause to be taken, all actions, and to do promptly, or cause
to be done, all things necessary, proper or advisable under applicable law to
consummate and make effective the transactions contemplated hereby, to obtain
all necessary waivers, consents and approvals, to effect all necessary
registrations and filings, and to remove any injunctions or other impediments
or delays, legal or otherwise, in order to consummate and make effective the
transactions contemplated by this Agreement for the purpose of securing to the
parties hereto the benefits contemplated by this Agreement.


 


[Signature
Page Follows]


 


31

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


	
   

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOSANTE PHARMACEUTICALS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  M. Simes

  	
   

  
	
   

  	
  Name: 
  Stephen M. Simes

  	
   

  
	
   

  	
  Title: President and Chief Executive
  Officer

  	
   

  
				



 


32

















 


	
   

  	
  PURCHASERS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Exact Name:

  	
    SCO Capital Partners LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven H. Rouhandeh

  	
   

  
	
   

  	
  Name:

  	
  Steven H. Rouhandeh

  	
   

  
	
   

  	
  Title:

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  537,500.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  SDS Merchant Fund, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Scott E. Derby

  	
   

  
	
   

  	
  Name:

  	
  Scott E. Derby

  	
   

  
	
   

  	
  Title:

  	
  General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  999,999.40

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  North Sound Legacy Fund LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew Wilder

  	
   

  
	
   

  	
  Name:

  	
  Andrew Wilder

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  44,999.50

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  North Sound Legacy Institutional Fund LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew Wilder

  	
   

  
	
   

  	
  Name:

  	
  Andrew Wilder

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  455,000.20

  	
   

  
							



 


[Omnibus
BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


33

















 


	
   

  	
  Print Exact Name:

  	
   
  North Sound Legacy International Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew Wilder

  	
   

  
	
   

  	
  Name:

  	
  Andrew Wilder

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  499,999.70

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Perceptive Life Sciences Master Fund, Ltd.  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew C. Sankin

  	
   

  
	
   

  	
  Name:

  	
  Andrew C. Sankin

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  2,365,000.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Joseph Edelman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph Edelman

  	
   

  
	
   

  	
  Name:

  	
  Joseph Edelman

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  483,750.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Multi-National Consulting Services, IV, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Andrew Sankin

  	
   

  
	
   

  	
  Name:

  	
  Andrew C. Sankin

  	
   

  
	
   

  	
  Title:

  	
  Executive Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  49,450.00

  	
   

  
							



 


[Omnibus
BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


34

















 


	
   

  	
  Print Exact Name:

  	
   
  Daniel B. Heller

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Daniel B. Heller

  	
   

  
	
   

  	
  Name:

  	
  Daniel B. Heller

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  24,725.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Paul Scharfer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul Scharfer

  	
   

  
	
   

  	
  Name:

  	
  Paul Scharfer

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  357,975.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
    Quogue
  Capital LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Wayne Philip Rothbaum

  	
   

  
	
   

  	
  Name:

  	
  Wayne Philip Rothbaum

  	
   

  
	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  623,500.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Orion Biomedical Offshore Fund, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lindsay A. Rosenwald, MD

  	
   

  
	
   

  	
  Name:

  	
  Lindsay A. Rosenwald, MD

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  178,456.45

  	
   

  
							



 


[Omnibus
BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


35

















 


	
   

  	
  Print Exact Name:

  	
   
  Orion Biomedical Fund, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lindsay A. Rosenwald, MD

  	
   

  
	
   

  	
  Name:

  	
  Lindsay A. Rosenwald, MD

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  821,293.55

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Richard Stone

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard Stone

  	
   

  
	
   

  	
  Name:

  	
  Richard Stone

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  43,000.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   Steven M. Oliveira 1998 Charitable

  	
   

  
	
   

  	
     Remainder Unitrust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven M. Oliveira

  	
   

  
	
   

  	
  Name:

  	
  Steven M. Oliveira

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  499,875.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Morningstar Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Fay Morgenstern

  	
   

  
	
   

  	
  Name:

  	
  Fay Morgenstern

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  301,000.00

  	
   

  
							



 


[Omnibus
BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


36

















 


	
   

  	
  Print Exact Name:

  	
   
  Victor A. Morgenstern

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Victor A. Morgenstern

  	
   

  
	
   

  	
  Name:

  	
  Victor A. Morgenstern

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  328,950.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Panacea Fund, LLC,

  	
   

  
	
   

  	
  By: William Harris Investors,
  Inc. as Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jack Polsky

  	
   

  
	
   

  	
  Name:

  	
  Jack Polsky

  	
   

  
	
   

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  322,500.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Irving B. Harris Revocable Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Irving B. Harris

  	
   

  
	
   

  	
  Name:

  	
  Irving B. Harris

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  124,700.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Virginia H. Polsky Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jack R. Polsky

  	
   

  
	
   

  	
  Name:

  	
  Jack R. Polsky, By Delegation of Authority
  dated 6/6/96

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  62,350.00

  	
   

  
							



 


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BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


37

















 


	
   

  	
  Print Exact Name:

  	
   
  Roxanne H. Frank Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jack R. Polsky

  	
   

  
	
   

  	
  Name:

  	
  Jack R. Polsky, By Delegation of Authority
  dated 12/3/99

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jerome Kahn, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Jerome Kahn, Jr., By Delegation of
  Authority dated 12/3/99

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  82,775.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Couderay Partners

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael S. Resnick

  	
   

  
	
   

  	
  Name:

  	
  Michael S. Resnick

  	
   

  
	
   

  	
  Title:

  	
  Managing Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jerome Kahn, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Jerome Kahn, Jr.

  	
   

  
	
   

  	
  Title:

  	
  Co-Managing Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  82,775.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
    JO
  & Co

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ross J. Mangano

  	
   

  
	
   

  	
  Name:

  	
  Ross J. Mangano

  	
   

  
	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  630,000.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Crestview Capital Fund II, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard Levy

  	
   

  
	
   

  	
  Name:

  	
  Richard Levy

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  200,000.00

  	
   

  
							



 


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BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


38

















 


	
   

  	
  Print Exact Name:

  	
   
  James S. Levy Living Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James S. Levy

  	
   

  
	
   

  	
  Name:

  	
  James S. Levy

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  34,400.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Mitchell I. Dolins as Trustee of the

  	
   

  
	
   

  	
   Mitchell I. Dolins Revocable Trust U/A/D 12/24/91

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mitchell Dolins

  	
   

  
	
   

  	
  Name:

  	
  Mitchell Dolins

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  20,000.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Bradley S. Glaser and Amy E. Glaser,

  	
   

  
	
   

  	
   as Tenant by the Entirety

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Bradley S. Glaser and Amy E. Glaser

  	
   

  
	
   

  	
  Name:

  	
  Bradley S. Glaser and Amy E. Glaser

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  20,000.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Dr. Hermann S. Graf Zu Munster

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Dr. Hermann S. Graf Zu Munster

  	
   

  
	
   

  	
  Name:

  	
  Dr. Hermann S. Graf Zu Munster

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  17,200.00

  	
   

  
							



 


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BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


39

















 


	
   

  	
  Print Exact Name:

  	
   
  Richard Sheiner  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard Sheiner

  	
   

  
	
   

  	
  Name:

  	
  Richard Sheiner

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  17,200.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Roscoe F. Nicholson II for Roscoe F.

  	
   

  
	
   

  	
   Nicholson II Profit Sharing Plan (Mesirow Financial Inc.)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Roscoe F. Nicholson

  	
   

  
	
   

  	
  Name:

  	
  Roscoe F. Nicholson

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  12,040.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Shirley M. Nicholson for IRA Shirley

  	
   

  
	
   

  	
  M. Nicholson at Mesirow
  Financial

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Shirley M. Nicholson

  	
   

  
	
   

  	
  Name:

  	
  Shirley M. Nicholson

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  4,300.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Dr. Terry L. Lazarus

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Dr. Terry L. Lazarus

  	
   

  
	
   

  	
  Name:

  	
  Dr. Terry L. Lazarus

  	
   

  
	
   

  	
  Title:

  	
  Private Investor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  17,200.00

  	
   

  
							



 


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40

















 


	
   

  	
  Print Exact Name:

  	
   
  Charles Burns

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Charles Burns

  	
   

  
	
   

  	
  Name:

  	
  Charles Burns

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  17,200.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  John E. Urheim

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John E. Urheim

  	
   

  
	
   

  	
  Name:

  	
  John E. Urheim

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  17,200.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Stephen M. Simes, Rev. Trust U/A/D 7/6/98

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Stephen M. Simes

  	
   

  
	
   

  	
  Name:

  	
  Stephen M. Simes

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  2,150.00

  	
   

  
							



 


 


	
   

  	
  Print Exact Name:

  	
   
  Leah M. Lehman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Leah M. Lehman

  	
   

  
	
   

  	
  Name:

  	
  Leah M. Lehman

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  2,150.00

  	
   

  
							



 


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BioSante Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement
Signature Page]


 


41

















 


	
   

  	
  Print Exact Name:

  	
   
  Phillip B. Donenberg

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Phillip B. Donenberg

  	
   

  
	
   

  	
  Name:

  	
  Phillip B. Donenberg

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount of Investment:$

  	
  2,150.00

  	
   

  
							



 


[Omnibus BioSante
Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement Signature
Page]


 


42

















 


Schedule 1


 


to Common Stock and Warrant Purchase
Agreement


 


Purchasers and Shares of Common Stock and
Warrants


 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
  SCO Capital
  Partners LLC

  1285 Avenue of the Americas, 35th Floor

  New York, NY 10019

  Steven H. Rouhandeh

  T: 212-554-4158

  F: 212-554-4058

  Srouhandeh@SCOGroup.com

  	
   

  	
  Michael
  Grundei, Esq.

  Wiggin & Dana LLP
400 Atlantic Street

  Stamford, CT  06901

  Tel: 203-363-7630

  Fax: 203-363-7676

  Email: mgrundei@wiggin.com

  	
   

  	
  250,000

  	
   

  	
  125,000

  	
   

  	
  $

  	
  537,500.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SDS Merchant Fund, LP

  53 Forest Ave., 2nd Floor

  Old Greenwich, CT 06870

  Attn: Scott Derby

  T: 203-967-5880

  F: 203-967-5851

  scott@sdscapital.com

  	
   

  	
   

  	
   

  	
  465,116

  	
   

  	
  232,558

  	
   

  	
  $

  	
  999,999.40

  



 


43

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North Sound
  Legacy Fund LLC

  53 Forest Avenue

  Suite 202

  Old Greenwich, CT 06870

  Attn: Andrew Wilder

  T: 203-967-5700

  F: 203-967-5701

  Andrew@northsound.com

  	
   

  	
   

  	
   

  	
  20,930

  	
   

  	
  10,465

  	
   

  	
  $

  	
  44,999.50

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North Sound
  Legacy Institutional Fund LLC

  53 Forest Avenue

  Suite 202

  Old Greenwich, CT 06870

  Attn: Andrew Wilder

  T: 203-967-5700

  F: 203-967-5701

  Andrew@northsound.com

  	
   

  	
   

  	
   

  	
  211,628

  	
   

  	
  105,814

  	
   

  	
  $

  	
  455,000.20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North Sound
  Legacy International Ltd.

  53 Forest Avenue

  Suite 202

  Old Greenwich, CT 06870

  Attn: Andrew Wilder

  T: 203-967-5700

  F: 203-967-5701

  Andrew@northsound.com

  	
   

  	
   

  	
   

  	
  232,558

  	
   

  	
  116,279

  	
   

  	
  $

  	
  499,999.70

  



 


44

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Perceptive Life Sciences Master Fund, Ltd.

  5437 Connecticut Ave., NW

  Suite 100

  Washington, DC  20015

  Attn: Andrew Sankin

  P: 202-537-0029

  F: 202-537-0030

  sankin@hedgesource.org

  	
   

  	
   

  	
   

  	
  1,100,000

  	
   

  	
  550,000

  	
   

  	
  $

  	
  2,365,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deliver Securities to:

  

  Perceptive Life Sciences Master Fund, Ltd.

  c/o First New York Securities

  850 Third Ave, 17th Floor

  New York, NY 10022

  Attn: Kenny Kountouras

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


45

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joseph
  Edelman

  300 Central Park West

  Apt. 25-G

  New York, NY 10024

  T: 202-537-0029

  F: 202-537-0030

  sankin@hedgesource.org

  	
   

  	
   

  	
   

  	
  225,000

  	
   

  	
  112,500

  	
   

  	
  $

  	
  483,750.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deliver
  Securities to:

  

  Northeast Securities

  2425 Post Road

  Southport, CT 06890

  Attn: Nick DiFalco

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Multi-National Consulting Services, IV, LLC

  5437 Connecticut Ave., NW

  Suite 100

  Washington, DC  20015

  Attn: Andrew Sankin

  P: 202-537-0029

  F: 202-537-0030

  sankin@hedgesource.org

  	
   

  	
   

  	
   

  	
  23,000

  	
   

  	
  11,500

  	
   

  	
  $

  	
  49,450.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deliver Securities to:

  Multi-National Consulting Services, IV, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


46

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o Punk Ziegel

  520 Madison Avenue

  7th Floor

  New York, NY  10022

  Attn: John Bligh

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daniel B. Heller

  48 CardinalFlower Lane

  West Windsor, NJ 08550

  T: 609-448-8760

  F: 212-331-6777

  d.heller@fnysllc.com

  	
   

  	
   

  	
   

  	
  11,500

  	
   

  	
  5,750

  	
   

  	
  $

  	
  24,725.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paul Scharfer

  265 East 66th Street, Apt. 6C

  New York, NY 10021

  T: 917-763-2015

  F:

  PSCHARFER@aol.com

  	
   

  	
   

  	
   

  	
  166,500

  	
   

  	
  83,250

  	
   

  	
  $

  	
  357,975.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quogue Capital LLC

  1285 Avenue of the Americas, 35th Floor

  New York, NY 10019

  Attn: Wayne Philip Rothbaum

  T: 212-554-4475

  F: 212-554-4450

  	
   

  	
   

  	
   

  	
  290,000

  	
   

  	
  145,000

  	
   

  	
  $

  	
  623,500.00

  



 


47

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  wrothbaum@quoguecapital.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orion
  Biomedical Offshore Fund, LP

  787 Seventh Avenue, 48th Floor

  New York, NY 10019

  Attn: Lindsay A. Rosenwald, MD

  T: 212-554-4284

  F: 212-554-4314

  jkazam@paramountcapital.com

  	
   

  	
   

  	
   

  	
  83,003

  	
   

  	
  41,502

  	
   

  	
  $

  	
  178,456.45

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orion
  Biomedical Fund, LP

  787 Seventh Avenue, 48th Floor

  New York, NY 10019

  Attn: Lindsay A. Rosenwald, MD

  T: 212-554-4284

  F: 212-554-4314

  jkazam@paramountcapital.com

  	
   

  	
   

  	
   

  	
  381,997

  	
   

  	
  190,999

  	
   

  	
  $

  	
  821,293.55

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Stone

  44 West 77th Street

  New York, NY 10024

  T: 917-502-2809

  F: 212-750-7277

  	
   

  	
   

  	
   

  	
  20,000

  	
   

  	
  10,000

  	
   

  	
  $

  	
  43,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven M. Oliveira 1998 Charitable
  Remainder Unitrust

  	
   

  	
   

  	
   

  	
  232,500

  	
   

  	
  116,250

  	
   

  	
  $

  	
  499,875.00

  



 


48

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18 Fieldstone Court

  New City, NY 10956

  T: 845-634-5620

  F:

  Steve_oliveira@yahoo.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningstar Trust

  By Fay Morgenstern, Trustee

  106 Vine Avenue

  Highland Park, IL  60035

  T: 847-432-8632

  F:

  vmstar@msn.com

  	
   

  	
   

  	
   

  	
  140,000

  	
   

  	
  70,000

  	
   

  	
  $

  	
  301,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Victor A. Morgenstern

  106 Vine Avenue

  Highland Park, IL  60035

  T: 847-432-8632

  F:

  vmstar@msn.com

  	
   

  	
   

  	
   

  	
  153,000

  	
   

  	
  76,500

  	
   

  	
  $

  	
  328,950.00

  



 


49

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Panacea Fund, LLC

  c/o William Harris Investors, Inc.

  2 North LaSalle Street, Suite 400

  Chicago, IL  60602

  T: 312-621-0590

  F: 312-621-0984

  	
   

  	
   

  	
   

  	
  150,000

  	
   

  	
  75,000

  	
   

  	
  $

  	
  322,500.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Irving B. Harris Revocable Trust

  c/o William Harris Investors, Inc.

  2 N. LaSalle Street, Suite 400

  Chicago, IL  60602

  T: 312-621-0590

  F: 312-621-0984

  	
   

  	
   

  	
   

  	
  58,000

  	
   

  	
  29,000

  	
   

  	
  $

  	
  124,700.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virginia H. Polsky Trust

  c/o William Harris Investors, Inc.

  2 N. LaSalle Street, Suite 400

  Chicago, IL  60602

  T: 312-621-0590

  F: 312-621-0984

  	
   

  	
   

  	
   

  	
  29,000

  	
   

  	
  14,500

  	
   

  	
  $

  	
  62,350.00

  



 


50

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Roxanne H. Frank Trust

  c/o William Harris Investors, Inc.

  2 N. LaSalle Street, Suite 400

  Chicago, IL  60602

  T: 312-621-0590

  F: 312-621-0984

  	
   

  	
   

  	
   

  	
  38,500

  	
   

  	
  19,250

  	
   

  	
  $

  	
  82,775.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Couderay Partners

  c/o William Harris Investors, Inc.

  2 N. LaSalle Street, Suite 400

  Chicago, IL  60602

  T: 312-621-0590

  F: 312-621-0984

  	
   

  	
   

  	
   

  	
  38,500

  	
   

  	
  19,250

  	
   

  	
  $

  	
  82,775.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JO & Co

  P.O. Box 1655

  South Bend, IN  46634

  Attn: Ross Mangano

  T: 574-232-8213

  F: 574-232-8223

  	
   

  	
   

  	
   

  	
  293,023

  	
   

  	
  146,512

  	
   

  	
  $

  	
  630,000.00

  



 


51

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crestview Capital Fund II, LP

  95 Revere Drive, Suite F

  Northbrook, IL 60062

  Attn: Richard Levy

  T: 847-559-0060

  F: 847-559-5807

  Richard@crestviewcap.com

  	
   

  	
   

  	
   

  	
  93,023

  	
   

  	
  46,512

  	
   

  	
  $

  	
  200,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James S. Levy Living Trust

  1349 N. Thatcher Avenue

  River Forest, IL  60305

  Attn: James S. Levy

  T: 312-595-6475

  F: 312-595-6139  jlevy@mesirowfinancial.com

  	
   

  	
   

  	
   

  	
  16,000

  	
   

  	
  8,000

  	
   

  	
  $

  	
  34,400.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mitchell I. Dolins as Trustee of the

  Mitchell I. Dolins Revocable Trust

  U/A/D 12/24/91

  427 Brierhill Road

  Deerfield, IL  60015

  T: 847-940-1228

  F: 847-940-1253

  mickydd24@aol.com

  	
   

  	
   

  	
   

  	
  9,302

  	
   

  	
  4,651

  	
   

  	
  $

  	
  20,000.00

  



 


52

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bradley S. Glaser and Amy E. Glaser,

  as Tenant by the Entirety  

  204 Berans Road

  Owings Mills, MD  21117

  T: 410-252-2766

  F: 410-296-0973

  bglaser@vanguardequities.com

  	
   

  	
   

  	
   

  	
  9,302

  	
   

  	
  4,651

  	
   

  	
  $

  	
  20,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Hermann S. Graf Zu Munster

  Umweger Str. 66

  D-76488 Baden-Baden

  Germany

  T: 011-49 7223 60014

  F: 011-49 7223 60016

  hs.muenster@t-online.de

  	
   

  	
   

  	
   

  	
  8,000

  	
   

  	
  4,000

  	
   

  	
  $

  	
  17,200.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Sheiner

  4771 Trenton Court

  Long Grove, IL  60047

  T: 312-364-8752

  F: 847-913-9256

  deployant@aol.com

  	
   

  	
   

  	
   

  	
  8,000

  	
   

  	
  4,000

  	
   

  	
  $

  	
  17,200.00

  



 


53

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Roscoe F. Nicholson II for Roscoe F. Nicholson II Profit Sharing Plan
  (Mesirow Financial Inc.)

  1222 Forest Hill Drive

  Hendersonville, NC  28791

  T: 828-692-4433

  F: 828-693-9032

  roscoeii@ioa.com

  	
   

  	
   

  	
   

  	
  5,600

  	
   

  	
  2,800

  	
   

  	
  $

  	
  12,040.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shirley M. Nicholson

  for IRA Shirley M. Nicholson at Mesirow Financial

  1222 Forest Hill Drive

  Hendersonville, NC  28791

  T: 828-692-4433

  F: 828-693-9032

  roscoeii@ioa.com

  	
   

  	
   

  	
   

  	
  2,000

  	
   

  	
  1,000

  	
   

  	
  $

  	
  4,300.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Terry L. Lazarus

  1951-A Weston Road

  Weston, Ontario  M9N 1W8

  Canada

  T: 416-241-3472

  F:

  tllaz@rogers.com

  	
   

  	
   

  	
   

  	
  8,000

  	
   

  	
  4,000

  	
   

  	
  $

  	
  17,200.00

  



 


54

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charles Burns

  245 Waterloo Avenue

  Toronto, Ontario  M3H 3Z5

  Canada

  T: 416-398-5995

  F: 905-762-2386

  caburns@rogers.com

  	
   

  	
   

  	
   

  	
  8,000

  	
   

  	
  4,000

  	
   

  	
  $

  	
  17,200.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John E. Urheim

  5417 Taylor Lane

  Fort Collins, CO  80528

  T: 970-282-8108

  F: 970-282-8384

  jeurheim@aol.com

  	
   

  	
   

  	
   

  	
  8,000

  	
   

  	
  4,000

  	
   

  	
  $

  	
  17,200.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stephen M. Simes, Rev. Trust U/A/D 7/6/98

  Stephen M. Simes, Trustee

  111 Barclay Blvd, Suite 280

  Lincolnshire, IL  60069

  T: 847-478-0500 x100

  F: 847-478-9260

  ssimes@biosantepharma.com

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  500

  	
   

  	
  $

  	
  2,150.00

  



 


55

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leah M. Lehman

  14308 W. Braemore Close

  Libertyville, IL  60048

  T: 847-816-8921

  F: 847-478-9263

  llehman@biosantepharma.com

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  500

  	
   

  	
  $

  	
  2,150.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Phillip B. Donenberg

  2090 Sheridan Road

  Buffalo Grove, IL  60089

  T: 847-821-0922

  F: 847-478-9263

  donenber@biosantepharma.com

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  500

  	
   

  	
  $

  	
  2,150.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
   

  	
   

  	
  4,791,982

  	
   

  	
  2,395,993

  	
   

  	
  $

  	
  10,302,763.80

  



 


56

















 


	
  Name, Address and Fax Number of

  Purchaser

  	
   

  	
  Copies of
  Notices to

  	
   

  	
  Shares of

  Common Stock

  Purchased

  	
   

  	
  Common
  Stock

  Underlying

  Warrants

  	
   

  	
  Purchase
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Placement Agent Warrants

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCO Securities LLC

  1285 Avenue of the Americas, 35th Floor

  New York, NY 10019

  Steven H. Rouhandeh

  T: 212-554-4158

  F: 212-554-4058

  Srouhandeh@SCOGroup.com

  	
   

  	
  Michael Grundei, Esq.

  Wiggin & Dana LLP
400 Atlantic Street

  Stamford, CT  06901

  Tel: 203-363-7630

  Fax: 203-363-7676

  Email: mgrundei@wiggin.com

  	
   

  	
  0

  	
   

  	
  371,373

  	
   

  	
  0

  



 


57