Leading Independent Proxy Advisory Firms ISS and Glass, Lewis & Co., LLC Recommend Vote “FOR” BioSante/ANI Merger

  Leading Independent Proxy Advisory Firms ISS and Glass, Lewis & Co., LLC
  Recommend Vote “FOR” BioSante/ANI Merger

Business Wire

LINCOLNSHIRE, Ill. -- June 10, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) today announced that ISS Proxy
Advisory Services and Glass, Lewis & Co., LLC, two leading independent proxy
advisory firms, have recommended that BioSante stockholders vote “FOR” all
proposals related to the merger of ANIP Acquisition Company d/b/a ANI
Pharmaceuticals, Inc. into an acquisition subsidiary of BioSante being
submitted to a vote of BioSante stockholders at its upcoming special meeting
of stockholders scheduled to be held on June 19, 2013.

In recommending that all of the merger related proposals be approved, ISS
noted, “Thus, in light of the reasonable strategic rationale for the merger
and the potential value received by BioSante shareholders, support for this
merger is warranted.”*

Glass Lewis noted, “In our view, these analyses support the notion that
BioSante shareholders will retain a fairly significant portion of the combined
firm relative to the implied value of the assets to be contributed by ANI.
Further, we believe that the amended terms to the CVRs will provide the
Company’s shareholders with greater potential upside.”*

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 issuance of BioSante common stock in the merger and all related proposals
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.

Neither of these recommendations was solicited by BioSante or ANI, and no fees
were paid by BioSante or ANI to either of these companies.

* Please note that permission to use this quotation was neither sought nor
obtained.

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 merger with 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 the actual results of BioSante and the combined company after
the merger 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 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 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 the registration statement on Form S-4 filed by BioSante in
connection with the merger. 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 joint proxy
statement/prospectus was 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:

For information about BioSante, please contact:
Phillip Donenberg
(847) 478-0500 ext. 120
 
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