described in Section 3.1 of the Agreement, the base form of which is
attached to such Agreement as Exhibit D.
Exhibit D
Officer's Certificate
I, [NAME OF OFFICER], do hereby certify to Kingsbridge Capital Limited (the
"Investor"), with respect to the common stock of BioSante Pharmaceuticals Inc.
(the "Company") issuable in connection with the Draw Down Notice, dated
(the "Notice") attached hereto and delivered
pursuant to Article III of the Common Stock Purchase Agreement, dated
December
, 2008 (the "Agreement"), by and between the Company and the
Investor, as follows (capitalized terms used but undefined herein have the
meanings given to such terms in the Agreement):
I AM THE DULY ELECTED [OFFICER] OF THE COMPANY.
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE IV OF THE
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS THOUGH MADE ON AND AS
OF THE DATE HEREOF (EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES THAT ARE MADE
AS OF A PARTICULAR DATE).
THE COMPANY HAS PERFORMED IN ALL MATERIAL RESPECTS ALL COVENANTS AND AGREEMENTS
TO BE PERFORMED BY THE COMPANY ON OR PRIOR TO THE DATE HEREOF RELATED TO THE
NOTICE AND HAS SATISFIED EACH OF THE CONDITIONS TO THE OBLIGATION OF THE
INVESTOR SET FORTH IN ARTICLE VII OF THE AGREEMENT.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND AGREEMENTS OF THE INVESTOR
CONTAINED IN SECTION 5.10 OF THE AGREEMENT, THE SHARES ISSUABLE IN RESPECT OF
THE NOTICE WILL BE DELIVERED WITHOUT RESTRICTIVE LEGEND VIA BOOK ENTRY THROUGH
THE DTC TO AN ACCOUNT DESIGNATED BY THE INVESTOR.
The undersigned has executed this Certificate this
day of, 20[
].
Name:
Title: