BioSante Pharmaceuticals, Inc. and ANI Pharmaceuticals, Inc. Announce New Merger Agreement

  BioSante Pharmaceuticals, Inc. and ANI Pharmaceuticals, Inc. Announce New
  Merger Agreement

Business Wire

LINCOLNSHIRE, Ill. & BAUDETTE, Minn. -- April 12, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and ANIP Acquisition Company
d/b/a ANI Pharmaceuticals, Inc. announced today that they have entered into a
new merger agreement pursuant to which an acquisition subsidiary of BioSante
will merge into ANI.

Upon completion of the merger BioSante will issue to ANI stockholders shares
of BioSante common stock such that the former ANI stockholders will own 57
percent of the combined company’s shares of common stock outstanding, and the
former BioSante stockholders will own 43 percent. In a change from the prior
merger agreement, these ownership percentages will not be subject to
adjustment. Immediately prior to the merger, BioSante will distribute to its
then current stockholders contingent value rights (CVRs) providing payment
rights arising from a future sale, transfer, license or similar transaction(s)
involving BioSante’s LibiGel® (female testosterone gel), including if ANI were
to market LibiGel on its own based on BioSante clinical data with little or no
further spending in the way of clinical development. BioSante does not intend
to submit proposals at its stockholders meeting relating to a reverse split or
name change.

Upon completion of the merger, the combined company will operate under the
leadership of the ANI management team, with Arthur S. Przybyl serving as
President and Chief Executive Officer. In addition to Mr. Przybyl, the board
of directors of the combined company is expected to have two current directors
from BioSante and four current ANI directors.

The issuance of BioSante shares in connection with the merger will require the
affirmative vote of a majority of the BioSante shares present and entitled to
vote at the BioSante stockholders meeting called to consider such issuance
(assuming a quorum is present), which means that unvoted shares will not
prevent the merger from being approved. The merger, like the prior merger
proposal, also must be approved by the ANI stockholders.

The BioSante board of directors has rescinded its prior CVR distribution,
which was declared on March 15, 2013 and conditioned upon completion of the
prior merger.

The new merger agreement has been approved by the boards of directors of both
BioSante and ANI. BioSante intends to file a new Form S-4 registration
statement with the Securities and Exchange Commission related to the merger as
soon as reasonably possible and currently anticipates that the transaction
will close later in 2013, subject to customary closing conditions.

As previously stated, the BioSante board of directors strongly believes that
the proposed merger with ANI is the best alternative for BioSante
stockholders. If a merger is not approved, BioSante will remain a stand-alone
company and still will need to address the issues and risks that led the
BioSante board of directors to approve the prior merger with ANI. The BioSante
board of directors continues to believe that the merger will create more value
for BioSante stockholders in the long-term than BioSante could create as an
independent, stand-alone company.

By mutual agreement, the prior merger agreement has been replaced and
superseded by the new merger agreement. BioSante has cancelled its
stockholders meeting to approve the prior merger agreement that had been
adjourned to April 12, 2013. BioSante intends to call a new stockholders
meeting to approve the issuance of shares in the merger as soon as reasonably
possible.

Oppenheimer & Co. Inc. is acting as exclusive financial advisor and has
rendered an opinion to the BioSante board of directors that the exchange
ratios provided for in the new merger agreement are fair, from a financial
point of view, to BioSante. Oppenheimer Wolff & Donnelly LLP is acting as
legal counsel for BioSante. Dentons US LLP is acting as legal counsel for ANI.

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,
Inc., BioSante’s licensee. Additional information is available online at:
www.biosantepharma.com.

About ANI Pharmaceuticals, Inc.

ANI Pharmaceuticals is a fully integrated specialty branded and generic
pharmaceutical company developing, manufacturing, and marketing branded and
generic prescription pharmaceuticals. In two facilities with combined
manufacturing, packaging and laboratory capacity totaling 173,000 square feet,
ANI manufactures oral solid dose products, as well as liquids and topicals,
including narcotics and those that must be manufactured in a fully contained
environment due to their potency and/or toxicity. ANI also performs contract
manufacturing for other pharmaceutical companies. Over the last two years ANI
has launched three new products and has 11 products in development. ANI’s
targeted areas of product development include narcotics, anti-cancers and
hormones (potent compounds), and extended release niche generic Rx product
opportunities. For more information, please visit www.anipharmaceuticals.com.

Forward-Looking Statements

To the extent any statements made in this communication 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 merger between BioSante and ANI, the
terms, timing, conditions to and anticipated completion of the proposed
merger, the composition of the combined company’s board of directors and
management team; the anticipated distribution to BioSante stockholders of
contingent value rights (CVRs) immediately prior to the merger and the terms,
timing and value of such CVRs, the potential benefits of the proposed
transaction to the BioSante and ANI stockholders, the combined company’s
plans, objectives, expectations and intentions with respect to future
operations and products, the anticipated financial position, operating results
and growth prospects of the combined company and other statements that are not
historical in nature, particularly those that utilize terminology such as
“anticipates,” “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 stockholders to approve the transaction,
the failure of either party to meet the conditions to 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 CVRs may not be paid out or result in any value to the 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,
including its most recent annual report on Form 10-K. 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 intends to file with the SEC a
registration statement on Form S-4, containing a joint proxy
statement/prospectus and other relevant materials and BioSante plans to file
with the SEC other documents regarding the proposed transaction. The final
joint proxy statement/prospectus will be 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 when they become
available because they will contain important information about BioSante, ANI
and the proposed transaction.

Investors and security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus (when
available) 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 (when available) 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.

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Contact:

For more information about BioSante, please contact:
Phillip B. Donenberg
(847) 478-0500 ext. 120
info@biosantepharma.com
or
For more information about ANI, please contact:
Arthur S. Przybyl
(218) 634-3608
arthur.przybyl@anipharmaceuticals.com
 
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