warrantt.htm


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

     

    BIOSANTE
      PHARMACEUTICALS, INC.

     

    WARRANT

     

    Warrant
      No. «Number» 

    Date
      of
      Original Issuance: May __, 2007

     

    BioSante
      Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), hereby certifies that, for value received,
«Name» or its registered assigns (the
      “Holder”), is entitled to purchase from the Company up to a
      total of «Shares» shares of common stock, par value $0.0001 per share (the
“Common Stock”), of the Company (each such share, a
“Warrant Share” and all such shares, the “Warrant
      Shares”) at an exercise price equal to $8.00 per share (as adjusted
      from time to time as provided in Section 9, the “Exercise
      Price”), at any time and from time to time from and after [date
      that is 6 months and 1 Day from Closing] (the “Initial Exercise
      Date”) and through and including [date that is 6 months and 1 day
      from the third anniversary of the Closing] (the “Expiration
      Date”), and subject to the following terms and conditions:

     

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

     

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

     

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

     

    4.  Exercise
      of Warrants.

     

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

     

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

     

    5.  Delivery
      of Warrant Shares.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  Cashless
      Exercise.  If at any time after one year from the date of the
      Purchase Agreement there is no effective registration statement registering,
      or
      no current prospectus available for, the resale of the Warrant Shares by the
      Holder, the Holder may notify the Company, during any such periods, in an
      Exercise Notice of its election to utilize cashless exercise, in which event
      the
      Company shall issue to the Holder the number of Warrant Shares determined as
      follows:

     

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

     

    where:

     

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

     

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

     

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

     

    B
      = the
      Exercise Price.

     

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

     

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

     

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

     

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

     

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

     

    14.  Miscellaneous.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

     

    SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

     

    
      	
               

            	
              BIOSANTE
                PHARMACEUTICALS, INC.

            


    

     

    By:                                                      

    


    Name:                      Phillip
      B. Donenberg

    Title:                      Chief
      Financial Officer

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BIOSANTE
      PHARMACEUTICALS, INC.

     

    WARRANT
      ORIGINALLY ISSUED [      ],
      2007

     

    WARRANT
      NO. [ ]

     

    EXERCISE
      NOTICE

     

    To           BIOSANTE
      PHARMACEUTICALS, INC.:

     

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

     

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

     

    [  ]
      in lawful money of the United States; or

     

    [
      ] [if
      permitted] the cancellation of such number of Warrant Shares as is necessary,
      in
      accordance with the formula set forth in subsection 10(b), to exercise this
      Warrant with respect to the maximum number of Warrant Shares purchasable
      pursuant to the cashless exercise procedure set forth in subsection
      10(b).

     

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

     

    _______________________________

     

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

     

    _______________________________

     

    _______________________________

     

    _______________________________

     

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

     

    (5)  The
      undersigned hereby agrees that it will sell the Warrant Shares issuable in
      connection with this Notice of Exercise pursuant to either the registration
      requirements of the Securities Act of 1933, as amended, including any applicable
      prospectus delivery requirements, or an exemption therefrom, and that if Warrant
      Shares are sold pursuant to a Registration Statement, they will be sold in
      compliance with the plan of distribution set forth therein, and the undersigned
      hereby acknowledges that the removal of the restrictive legend from certificates
      representing the Warrant Shares is predicated upon the Company's reliance upon
      this understanding and representation.

     

    [SIGNATURE
      OF HOLDER]

    


    Name
      of
      Investing Entity:

    Signature
      of Authorized Signatory of Investing Entity:

    Name
      of
      Authorized Signatory:

    Title
      of
      Authorized Signatory:

    Date:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Warrant
      Shares Exercise Log

     

    
      	
              Date

            	
              Number
                of Warrant Shares Available to be Exercised

            	
              Number
                of Warrant Shares Exercised

            	
              Number
                of Warrant Shares Remaining to be Exercised

            
	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BIOSANTE
      PHARMACEUTICALS, INC.

     

    WARRANT
      ORIGINALLY ISSUED [        ],
      2007

     

    WARRANT
      NO. [ ]

     

    FORM
      OF ASSIGNMENT

     

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

     

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

     

    Dated:                      _______________,
      ____

     

     

    _______________________________________

     

     

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

     

     

    _______________________________________

     

     

    Address
      of Transferee

     

     

    _______________________________________

     

     

    


     

     

    _______________________________________

     

    In
      the
      presence of:

     

     

    __________________________