Glass, Lewis & Co., LLC Recommends Vote “FOR” BioSante/ANI Merger

  Glass, Lewis & Co., LLC Recommends Vote “FOR” BioSante/ANI Merger

Business Wire

LINCOLNSHIRE, Ill. -- March 4, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) today announced that Glass,
Lewis & Co., LLC, an independent proxy advisory firm, has recommended that
BioSante stockholders vote “FOR” the adoption of the merger agreement between
BioSante and ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. and all
related proposals being submitted to a vote of stockholders at BioSante’s
upcoming special meeting of stockholders scheduled to be held on March 15,
2013.

BioSante encourages all stockholders to vote their shares today by calling
(800) 357-9167. No confidential information will be required and the call will
only take a moment. Each stockholder’s vote is critical to the success of the
merger whether the position be 100,000 shares or even 1,000 shares. The board
of directors of BioSante unanimously recommends that stockholders vote “FOR”
the adoption of the merger agreement and all related matters being submitted
to a vote of BioSante stockholders.

BioSante stockholders who need assistance in voting their shares or who have
questions regarding BioSante’s special meeting may contact The BioSante Proxy
Information Line toll-free at (800) 357-9167 or AST Phoenix Advisors at (877)
478-5038.

Glass, Lewis & Co. joins ISS and Egan-Jones, all independent proxy advisory
firms, in recommending FOR the BioSante-ANI merger. None of these
recommendations was solicited by BioSante or ANI, and no fees were paid by
BioSante or ANI to any of these companies.

About BioSante Pharmaceuticals, Inc.

BioSante’s corporate strategy is to develop high value medically-needed
pharmaceutical products and to implement strategic alternatives with respect
to its products and its company, including licenses, business collaborations
and other business combinations or transactions with other pharmaceutical and
biotechnology companies. BioSante’s products include LibiGel^® (transdermal
testosterone gel) for the treatment of female sexual dysfunction (FSD),
specifically hypoactive sexual desire disorder (HSDD), which is in Phase III
development. BioSante’s other products include an FDA-approved testosterone
gel for male hypogonadism, which is licensed to Teva Pharmaceuticals USA,
Inc., and the Pill-Plus™, an oral contraceptive in Phase II clinical
development by Pantarhei Bioscience B.V. BioSante’s first FDA-approved
product, Elestrin™ (estradiol gel) indicated for the treatment of hot flashes
associated with menopause, is marketed in the U.S. by Meda Pharmaceuticals,
BioSante’s licensee.

Forward-Looking Statements

To the extent any statements made in this news release deal with information
that is not historical, these are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements about the proposed transaction between BioSante and ANI
and other statements that are not historical in nature, particularly those
that utilize terminology such as “will,” “expects,” “plans,” “potential,”
“future,” “believes,” “intends,” “continue,” other words of similar meaning,
derivations of such words and the use of future dates. Forward-looking
statements by their nature address matters that are, to different degrees,
uncertain. Uncertainties and risks may cause BioSante’s and the combined
company’s actual results to be materially different than those expressed in or
implied by such forward-looking statements. Particular uncertainties and risks
include, among others, the failure of the BioSante or ANI stockholders to
approve the transaction, the risk that BioSante’s net cash at closing will be
lower than currently anticipated or the failure of either party to meet the
other conditions to the closing of the transaction; delays in completing the
transaction and the risk that the transaction may not be completed at all; the
failure to realize the anticipated benefits from the transaction or delay in
realization thereof; the businesses of BioSante and ANI may not be combined
successfully, or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; operating costs and
business disruption during the pendency of and following the transaction,
including adverse effects on employee retention and on business relationships
with third parties; the risk that the contingent value rights may not be
distributed prior to the completion of the merger or at all or may not be paid
out or result in any value to BioSante stockholders; general business and
economic conditions; the combined company’s need for and ability to obtain
additional financing; the difficulty of developing pharmaceutical products,
obtaining regulatory and other approvals and achieving market acceptance; the
marketing success of BioSante’s and the combined company’s licensees or
sublicensees. More detailed information on these and additional factors that
could affect BioSante´s actual results are described in BioSante´s filings
with the Securities and Exchange Commission (SEC), including its most recent
annual report on Form 10-K and its registration statement on Form S-4 filed in
connection with the proposed transaction with ANI. All forward-looking
statements in this news release speak only as of the date of this news release
and are based on BioSante´s current beliefs and expectations. BioSante
undertakes no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.

Important Additional Information for Investors and Stockholders

This communication is being made in respect of the proposed merger between
BioSante and ANI and related matters involving BioSante and ANI. In connection
with the proposed transaction, BioSante has filed with the SEC and the SEC has
declared effective a registration statement on Form S-4, containing a joint
proxy statement/prospectus and other relevant materials. The final definitive
joint proxy statement/prospectus has been sent to the stockholders of BioSante
and ANI. Investors and security holders are urged to read the joint proxy
statement/prospectus (including any amendments or supplements) and other
documents filed with the SEC carefully in their entirety because they contain
important information about BioSante, ANI and the proposed transaction.

Investors and security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus and other documents filed
with the SEC by BioSante at the SEC’s web site at www.sec.gov. Free copies of
the registration statement and the joint proxy statement/prospectus and other
documents filed with the SEC also can be obtained by directing a request to
BioSante, Attention: Investor Relations, telephone: (847) 478-0500. In
addition, investors and security holders may access copies of the documents
filed with the SEC by BioSante on BioSante’s website at
www.biosantepharma.com.

BioSante and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction described in this release. Information regarding
BioSante’s directors and executive officers is available in BioSante’s annual
report on Form 10-K for the year ended December 31, 2012, which was filed with
the SEC on February 28, 2013. Investors and stockholders can obtain more
detailed information regarding the direct and indirect interests of BioSante’s
directors and executive officers in the proposed transaction by reading the
definitive joint proxy statement/prospectus.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

Contact:

BioSante Pharmaceuticals, Inc.
Laila Hermano, 847-478-0500 ext. 120
 
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