DESCRIPTION OF BUSINESS	3 Months Ended
Mar. 31, 2013
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS	1. DESCRIPTION OF BUSINESS BioSante Pharmaceuticals, Inc. (the Company) is a specialty pharmaceutical company focused on developing products for female sexual health, menopause, contraception and male hypogonadism. The Company’s products, either approved or in human clinical development, include: (1) LibiGel, once daily transdermal testosterone gel in Phase III development for the treatment of female sexual dysfunction (FSD), specifically hypoactive sexual desire disorder (HSDD); (2) a once daily transdermal testosterone gel approved by the U.S. Food and Drug Administration (FDA) indicated for the treatment of hypogonadism, or testosterone deficiency in men, and licensed to Teva Pharmaceuticals USA, Inc. (Teva); (3) The Pill-Plus (triple component contraceptive), once daily use of various combinations of estrogens, progestogens and androgens in Phase II development; and (4) Elestrin, once daily transdermal estradiol (estrogen) gel approved by the FDA indicated for the treatment of moderate-to-severe vasomotor symptoms (hot flashes) associated with menopause and marketed in the U.S. by Meda Pharmaceuticals, Inc. (Meda), the Company’s licensee. On October 3, 2012, the Company entered into an agreement and plan of merger (the Prior Merger Agreement) with ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (ANI). The Prior Merger Agreement provided that, subject to the terms and conditions set forth in the Prior Merger Agreement, ANI would merge with and into the Company, with the Company continuing as the surviving company (the Prior Merger). Following completion of the Prior Merger, stockholders of ANI immediately prior to the effective time of the Prior Merger were expected to own approximately 53% of the outstanding shares of common stock of the combined company, and stockholders of the Company immediately prior to the effective time of the Prior Merger were expected to own approximately 47% of the outstanding shares of common stock of the combined company, assuming the Company’s “net cash” as defined in the Prior Merger Agreement and generally consisting of the Company’s cash and cash equivalents less certain expenses and liabilities, as of a determination date prior to the closing date of the Prior Merger, was $18.0 million. The exchange ratios in the Prior Merger were subject to potential adjustment as described in the Prior Merger Agreement depending upon the amount of the Company’s net cash as of a determination date prior to the closing date of the Prior Merger, but in no event were ANI stockholders immediately prior to the effective time of the Prior Merger to own less than 50.1% (or Company stockholders immediately prior to the effective time of the Prior Merger to own more than 49.9%) of the outstanding shares of common stock of the combined company. The Prior Merger Agreement was approved by ANI’s stockholders on March 15, 2013. The Company adjourned its special meeting of stockholders called to approve the Prior Merger until April 12, 2013 to give the Company’s stockholders additional time to vote. As of April 12, 2013, voting instructions to vote shares in favor of the Prior Merger had been received from holders of approximately 36% of the outstanding shares of the Company’s capital stock, which was short of the required majority needed to approve the Prior Merger. Of those shares as to which voting instructions had been given, approximately 84% were to be voted in favor of the Prior Merger. However, no voting instructions on the Prior Merger had been received from holders of a total of approximately 13.8 million shares, or approximately 57% of the outstanding shares of the Company’s capital stock. Two other proposals submitted to the Company’s stockholders in connection with the Prior Merger, a reverse stock split and a name change, also received affirmative voting instructions from holders of a majority of the shares as to which voting instructions were received, but neither received affirmative voting instructions with respect to the required majority of the outstanding shares of the Company’s capital stock. Subsequent to March 15, 2013, the Company determined that it likely would not receive sufficient additional voting instructions prior to April 12, 2013 (or on any later date) to either approve the Prior Merger and the two other related proposals or to indicate that the Company’s stockholders had rejected the Prior Merger or these other proposals. Accordingly, the Board of Directors of the Company decided to begin discussions with ANI about a possible restructured merger. On April 12, 2013, the Company, ANI Merger Sub, Inc., a newly created, wholly owned subsidiary of the Company formed solely for purposes of effecting the merger (Merger Sub), and ANI entered into an amended and restated agreement and plan of merger (the New Merger Agreement), pursuant to which, upon the terms and subject to the conditions set forth in such agreement, Merger Sub will be merged with and into ANI, and after which ANI will be a wholly owned subsidiary of the Company (the New Merger). The New Merger Agreement supersedes and replaces in its entirety the Prior Merger Agreement. Following consummation of the transactions contemplated by the New Merger Agreement, the stockholders of ANI immediately prior to the effective time of the New Merger will own 57% of the outstanding shares of common stock of the Company and the stockholders of the Company immediately prior to the effective time of the New Merger will own 43% of the outstanding shares of common stock of the Company. The required Company stockholder vote for the New Merger will be a majority of the shares of the Company’s common stock and class C special stock present and entitled to vote at the stockholders meeting at which the issuance of shares of the Company’s common stock in connection with the New Merger will be considered. The proposed New Merger with ANI is more fully described in Note 3, “Proposed New Merger with ANI.” On January 31, 2013, the Company entered into an asset purchase agreement with Aduro BioTech, Inc., a clinical-stage immunotherapy company (Aduro), pursuant to which the Company sold all of its assets related to its GVAX cancer vaccine portfolio in exchange for a $1.0 million cash payment plus the potential for future royalty, milestone and sublicense payments. The agreement with Aduro is more fully described in Note 9, “Sale of GVAX Cancer Vaccine Assets.”

1. DESCRIPTION OF BUSINESS

BioSante Pharmaceuticals, Inc. (the Company) is a specialty pharmaceutical company focused on developing products for female sexual health, menopause, contraception and male hypogonadism. The Company’s products, either approved or in human clinical development, include: (1) LibiGel, once daily transdermal testosterone gel in Phase III development for the treatment of female sexual dysfunction (FSD), specifically hypoactive sexual desire disorder (HSDD); (2) a once daily transdermal testosterone gel approved by the U.S. Food and Drug Administration (FDA) indicated for the treatment of hypogonadism, or testosterone deficiency in men, and licensed to Teva Pharmaceuticals USA, Inc. (Teva); (3) The Pill-Plus (triple component contraceptive), once daily use of various combinations of estrogens, progestogens and androgens in Phase II development; and (4) Elestrin, once daily transdermal estradiol (estrogen) gel approved by the FDA indicated for the treatment of moderate-to-severe vasomotor symptoms (hot flashes) associated with menopause and marketed in the U.S. by Meda Pharmaceuticals, Inc. (Meda), the Company’s licensee.

On October 3, 2012, the Company entered into an agreement and plan of merger (the Prior Merger Agreement) with ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (ANI). The Prior Merger Agreement provided that, subject to the terms and conditions set forth in the Prior Merger Agreement, ANI would merge with and into the Company, with the Company continuing as the surviving company (the Prior Merger). Following completion of the Prior Merger, stockholders of ANI immediately prior to the effective time of the Prior Merger were expected to own approximately 53% of the outstanding shares of common stock of the combined company, and stockholders of the Company immediately prior to the effective time of the Prior Merger were expected to own approximately 47% of the outstanding shares of common stock of the combined company, assuming the Company’s “net cash” as defined in the Prior Merger Agreement and generally consisting of the Company’s cash and cash equivalents less certain expenses and liabilities, as of a determination date prior to the closing date of the Prior Merger, was $18.0 million. The exchange ratios in the Prior Merger were subject to potential adjustment as described in the Prior Merger Agreement depending upon the amount of the Company’s net cash as of a determination date prior to the closing date of the Prior Merger, but in no event were ANI stockholders immediately prior to the effective time of the Prior Merger to own less than 50.1% (or Company stockholders immediately prior to the effective time of the Prior Merger to own more than 49.9%) of the outstanding shares of common stock of the combined company.

The Prior Merger Agreement was approved by ANI’s stockholders on March 15, 2013. The Company adjourned its special meeting of stockholders called to approve the Prior Merger until April 12, 2013 to give the Company’s stockholders additional time to vote. As of April 12, 2013, voting instructions to vote shares in favor of the Prior Merger had been received from holders of approximately 36% of the outstanding shares of the Company’s capital stock, which was short of the required majority needed to approve the Prior Merger. Of those shares as to which voting instructions had been given, approximately 84% were to be voted in favor of the Prior Merger. However, no voting instructions on the Prior Merger had been received from holders of a total of approximately 13.8 million shares, or approximately 57% of the outstanding shares of the Company’s capital stock. Two other proposals submitted to the Company’s stockholders in connection with the Prior Merger, a reverse stock split and a name change, also received affirmative voting instructions from holders of a majority of the shares as to which voting instructions were received, but neither received affirmative voting instructions with respect to the required majority of the outstanding shares of the Company’s capital stock. Subsequent to March 15, 2013, the Company determined that it likely would not receive sufficient additional voting instructions prior to April 12, 2013 (or on any later date) to either approve the Prior Merger and the two other related proposals or to indicate that the Company’s stockholders had rejected the Prior Merger or these other proposals. Accordingly, the Board of Directors of the Company decided to begin discussions with ANI about a possible restructured merger.

On April 12, 2013, the Company, ANI Merger Sub, Inc., a newly created, wholly owned subsidiary of the Company formed solely for purposes of effecting the merger (Merger Sub), and ANI entered into an amended and restated agreement and plan of merger (the New Merger Agreement), pursuant to which, upon the terms and subject to the conditions set forth in such agreement, Merger Sub will be merged with and into ANI, and after which ANI will be a wholly owned subsidiary of the Company (the New Merger). The New Merger Agreement supersedes and replaces in its entirety the Prior Merger Agreement. Following consummation of the transactions contemplated by the New Merger Agreement, the stockholders of ANI immediately prior to the effective time of the New Merger will own 57% of the outstanding shares of common stock of the Company and the stockholders of the Company immediately prior to the effective time of the New Merger will own 43% of the outstanding shares of common stock of the Company. The required Company stockholder vote for the New Merger will be a majority of the shares of the Company’s common stock and class C special stock present and entitled to vote at the stockholders meeting at which the issuance of shares of the Company’s common stock in connection with the New Merger will be considered. The proposed New Merger with ANI is more fully described in Note 3, “Proposed New Merger with ANI.”

On January 31, 2013, the Company entered into an asset purchase agreement with Aduro BioTech, Inc., a clinical-stage immunotherapy company (Aduro), pursuant to which the Company sold all of its assets related to its GVAX cancer vaccine portfolio in exchange for a $1.0 million cash payment plus the potential for future royalty, milestone and sublicense payments. The agreement with Aduro is more fully described in Note 9, “Sale of GVAX Cancer Vaccine Assets.”