bpax8k61308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
__________________
Date of
Report (Date of earliest event reported):
June
12, 2008
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31812
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58-2301143
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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111
Barclay Boulevard
Lincolnshire,
Illinois
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60069
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(847)
478-0500
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, If Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On
June 12, 2008, upon recommendation of the Board of Directors, the stockholders
of BioSante Pharmaceuticals, Inc. approved and adopted the BioSante
Pharmaceuticals, Inc. 2008 Stock Incentive Plan. The 2008 plan has
replaced the BioSante Pharmaceuticals, Inc. Amended and Restated 1998 Stock
Plan, which was terminated with respect to future grants upon the effectiveness
of the 2008 plan.
The major features of the 2008 plan are
summarized below. The summary below is qualified in its entirety by
reference to the full text of the 2008 plan, a copy of which is attached as
Exhibit 10.1 to this report and incorporated herein by this
reference.
As used in this report, references to
“BioSante,” “we,” “our,” “us” or “our company,” unless the context otherwise
requires, refer to BioSante Pharmaceuticals, Inc. As used in this
report, references to the “2008 plan” refer to the BioSante Pharmaceuticals,
Inc. 2008 Stock Incentive Plan and references to the “1998 plan” refer to the
BioSante Pharmaceuticals, Inc. Amended and Restated 1998 Stock
Plan.
Purpose. The
purpose of the 2008 plan is to advance the interests of our company and our
stockholders by enabling us to attract and retain qualified individuals through
opportunities for equity participation in our company, and to reward those
individuals who contribute to the achievement of our economic
objectives.
Eligibility. All
employees (including officers and directors who are also employees),
non-employee directors, consultants, advisors and independent contractors of
BioSante or any subsidiary, will be eligible to receive incentive awards under
the 2008 plan.
Shares Available for
Issuance. The maximum number of shares of our common stock
reserved for issuance under the 2008 plan is 2,000,000. None of the
shares of our common stock remaining available for grant under our 1998 stock
plan at the time of its termination carried forward for issuance under the 2008
plan. The number of shares available for issuance under the 2008 plan
is subject to increase to the extent that we issue shares or incentive awards
under the 2008 plan in connection with certain merger and acquisition
transactions, or assume any plan in a merger or acquisition
transaction. However, any available shares in an assumed plan may
only be utilized to the extent permitted under the Marketplace Rules of the
NASDAQ Stock Market.
Shares of
our common stock that are issued under the 2008 plan or that are potentially
issuable pursuant to outstanding incentive awards reduce the number of shares
remaining available. All shares so subtracted from the amount
available under the 2008 plan with respect to an incentive award that lapses,
expires, is forfeited or for any reason is terminated, unexercised or unvested
and any shares of our common stock that are subject to an incentive award that
is settled or paid in cash or any other form other than shares of our common
stock will automatically again become available for issuance under the 2008
plan. However, any shares not issued due to the exercise of an option
by a “net exercise” or the tender or attestation as to ownership of previously
acquired shares (as described below), as well as shares covered by a stock
appreciation right, to the extent exercised, and shares withheld by us to
satisfy any tax withholding obligations will not again become available for
issuance under the 2008 plan.
Grant
Limits. Under the terms of the 2008 plan no more than
2,000,000 shares of our common stock may be issued pursuant to the exercise of
incentive options and no more than 250,000 shares of our common stock may be
issued or issuable in connection with restricted stock grants, stock unit
awards, performance awards and stock bonuses.
All of
the share limitations in the 2008 plan may be adjusted to reflect changes in our
corporate structure or shares, as described below. In addition, the
limits on the number of shares that may be issued as incentive options will not
apply to certain incentive awards granted upon our assumption or substitution of
like awards in any merger or acquisition.
Adjustments. In
the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, divestiture or extraordinary dividend (including a
spin-off) or any other similar change in our corporate structure or shares, we
must adjust:
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the
number and kind of securities available for issuance under the 2008 plan;
and
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in
order to prevent dilution or enlargement of the rights of participants,
the number, kind and, where applicable, the exercise price of securities
subject to outstanding incentive
awards.
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Administration. The
2008 plan will be administered by the Board of Directors of BioSante or by a
committee of the Board. Any such committee will consist of at least
two members of the Board, all of whom are “non-employee directors” within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and
who are “independent directors” within the meaning of the Marketplace Rules of
the NASDAQ Stock Market. We expect the Compensation Committee of the
Board of Directors to administer the 2008 plan, subject to certain limitations
on the Compensation Committee’s authority as described in its formal written
charter. The Board of Directors or the committee administering the
2008 plan is referred to as the “committee.” Although under the terms
of the 2008 plan, the committee may delegate its duties, power and authority
under the 2008 plan to any of our officers to the extent consistent with
applicable Delaware corporate law, except with respect to participants subject
to Section 16 of the Securities Exchange Act of 1934, we currently do not expect
the committee to do so.
The
committee has the authority to determine all provisions of incentive awards
consistent with terms of the 2008 plan, including, the eligible recipients who
will be granted one or more incentive awards under the 2008 plan, the nature and
extent of the incentive awards to be made to each participant, the time or times
when incentive awards will be granted, the duration of each incentive award, and
the restrictions and other conditions to which the payment or vesting of
incentive awards may be subject. The committee has the authority to
pay the economic value of any incentive award in the form of cash, our common
stock or any combination of both, and may amend or modify the terms of
outstanding incentive awards (except for any prohibited “re-pricing” of options,
discussed below) so long as the amended or modified terms are permitted under
the 2008 plan and any adversely affected participant has consented to the
amendment or modification.
Except in
connection with certain specified changes in our corporate structure or shares,
the committee may not, without prior approval of our stockholders, seek to
effect any re-pricing of any previously granted, “underwater” option or stock
appreciation right by:
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amending
or modifying the terms of the underwater option or stock appreciation
right to lower the exercise price;
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canceling
the underwater option or stock appreciation right and granting replacement
options or stock appreciation rights having a lower exercise price, or
other incentive awards in exchange;
or
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repurchasing
the underwater options and stock appreciation rights and granting new
incentive awards under the 2008
plan.
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For
purposes of the 2008 plan, an option or stock appreciation right is deemed to be
“underwater” at any time when the fair market value of the our common stock is
less than the exercise price.
In the
event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, extraordinary dividend or divestiture (including a spin
off) or any other similar change in corporate structure or shares; any purchase,
acquisition, sale, disposition or write-down of a significant amount of assets
or a significant business; any change in accounting principles or practices, tax
laws or other such laws or provisions affecting reported results; any uninsured
catastrophic losses or extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30 or in management’s discussion and
analysis of financial performance appearing in our annual report to stockholders
for the applicable year; or any other similar change, in each case with respect
to our company or any other entity whose performance is relevant to the grant or
vesting of an incentive award, the committee (or, if our company is not the
surviving corporation in any such transaction, the board of directors of the
surviving corporation) may, without the consent of any affected participant,
amend or modify the vesting criteria of any outstanding incentive award that is
based in whole or in part on the financial performance of our company (or any
subsidiary or division or other subunit thereof) or such other entity so as
equitably to reflect such event, with the desired result that the criteria for
evaluating such financial performance of our company or such other entity will
be substantially the same (in the sole discretion of the committee or the board
of directors of the surviving corporation) following such event as prior to such
event; provided, however, that the amended or modified terms are permitted by
the 2008 plan as then in effect.
Types of Incentive
Awards. The 2008 plan allows us to award eligible
recipients:
• options
to purchase shares of our common stock that qualify as “incentive stock options”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (“incentive options”);
• options
to purchase shares of our common stock that do not qualify as incentive options
(“non-statutory options”);
• rights
to receive a payment from us, in the form of shares of our common stock, cash or
a combination of both, equal to the difference between the fair market value of
one or more shares of our common stock and a specified exercise price of such
shares (“stock appreciation rights”);
• shares
of our common stock that are subject to certain forfeiture and transferability
restrictions (“restricted stock awards”);
• rights
to receive the fair market value of one or more shares of our common stock,
payable in cash, shares of our common stock, or a combination of both, the
payment, issuance, retention and/or vesting of which is subject to the
satisfaction of specified conditions, which may include achievement of specified
performance objectives (“stock unit awards” or “restricted stock
unit”);
• rights
to receive an amount of cash, a number of shares of our common stock, or a
combination of both, contingent upon achievement of specified performance
objectives during a specified period (“performance awards” or “performance
units”); and
• rights
to receive an award of shares of our common stock (“stock
bonuses”).
In the
following summary, we refer to both incentive options and non-statutory options
as “options,” and to options, stock appreciation rights, restricted stock
awards, stock unit awards or restricted stock units, performance awards or
performance units and stock bonuses as “incentive awards.”
Options. The
exercise price to be paid by a participant at the time an option is exercised
may not be less than 100 percent of the fair market value of one share of our
common stock on the date of grant (or 110 percent of the fair market value of
one share of our common stock on the date of grant of an incentive option if the
participant owns, directly or indirectly, more than 10 percent of the total
combined voting power of all classes of stock of BioSante or any parent or
subsidiary). However, in the event options are granted as a result of
our assumption or substitution of options in a merger or acquisition, the
exercise price will be the price determined by the committee pursuant to the
conversion terms applicable to the transaction. At any time while the
our common stock is listed on the NASDAQ Global Market, “fair market value”
under the 2008 plan means the closing sale price of a share at the end of the
regular trading session as reported by the NASDAQ Global Market as of the date
in question (or, if no shares were traded on such date, the next preceding day
on which there was such a trade).
The total
purchase price of the shares to be purchased upon exercise of an option will be
paid entirely in cash; provided, however, that the committee may allow exercise
payments to be made, in whole or in part, by delivery of a broker exercise
notice (pursuant to which a broker or dealer is irrevocably instructed to sell
enough shares or loan the optionee enough money to pay the exercise price and to
remit such sums to us), by tender or attestation as to ownership of shares of
our common stock that are acceptable to the committee, by a “net exercise” of
the option or by a combination of such methods. In the case of a “net
exercise” of an option, we will not require a payment of the exercise price of
the option from the participant but will reduce the number of shares of our
common stock issued upon the exercise by the largest number of whole shares
having a fair market value that does not exceed the aggregate exercise price for
the shares exercised. Any shares of our common stock tendered or
covered by an attestation will be valued at their fair market value on the
exercise date.
Options
may be exercised in whole or in installments, as determined by the committee,
and the committee may impose conditions or restrictions to the exercisability of
an option, including that the participant remain continuously employed by us for
a certain period or that the participant or us (or any subsidiary, division or
other subunit of our company) satisfy certain specified performance
objectives. An option may not become exercisable, nor remain
exercisable after 10 years from its date of grant (five years from its date of
grant in the case of an incentive option if the participant owns, directly or
indirectly, more than 10 percent of the total combined voting power of all
classes of stock of our company or any parent or subsidiary).
Stock Appreciation
Rights. A stock appreciation right is the right to receive a
payment from us, in the form of shares of our common stock, cash or a
combination of both, equal to the difference between the fair market value of
one or more shares of our common stock and a specified exercise price of such
shares. Stock appreciation rights will be subject to such terms and
conditions, if any, consistent with the other provisions of the 2008 plan, as
may be determined by the committee. The committee will have the sole
discretion to determine the form in which payment of the economic value of stock
appreciation rights will be made to a participant (i.e., cash, our common stock
or any combination thereof) or to consent to or disapprove the election by a
participant of the form of such payment.
The
exercise price of a stock appreciation right will be determined by the
committee, in its discretion, at the date of grant but may not be less than 100
percent of the fair market value of one share of our common stock on the date of
grant, except as provided below in connection with certain “tandem” grants (as
further defined below). However, in the event that stock appreciation
rights are granted as a result of our assumption or substitution of stock
appreciation rights in a merger or acquisition, the exercise price will be the
price determined by the committee pursuant to the conversion terms applicable to
the transaction. A stock appreciation right will become exercisable
at such time and in such installments as may be determined by the committee in
its sole discretion at the time of grant; provided, however, that no stock
appreciation right may be exercisable after 10 years from its date of
grant.
Stock
appreciation rights may be granted alone or in addition to other incentive
awards, or in tandem with an option, at the time of grant of the
option. A stock appreciation right granted in tandem with an option
shall cover the same number of shares of our common stock as covered by the
option (or such lesser number as the committee may determine), shall be
exercisable at such time or times and only to the extent that the related option
is exercisable, have the same term as the option and will have an exercise price
equal to the exercise price for the option. Upon the exercise of a
stock appreciation right granted in tandem with an option, the option shall be
canceled automatically to the extent of the number of shares covered by such
exercise; conversely, upon exercise of an option having a related stock
appreciation right, the stock appreciation right will be canceled automatically
to the extent of the number of shares covered by the option
exercise.
Restricted Stock
Awards. A restricted stock award is an award of our common
stock that vests at such times and in such installments as may be determined by
the committee and, until it vests, is subject to restrictions on transferability
and/or the possibility of forfeiture. The committee may impose such
restrictions or conditions to the vesting of restricted stock awards as it deems
appropriate, including that the participant remain continuously employed by us
for a certain period or that the participant or us (or any subsidiary, division
or other subunit of our company) satisfy specified performance
objectives. To enforce the restrictions, the committee may place a
legend on the stock certificates referring to such restrictions and may take
other steps to enforce the restrictions.
Unless
the committee determines otherwise, any dividends (other than regular quarterly
cash dividends) or distributions paid with respect to shares of our common stock
subject to the unvested portion of a restricted stock award will be subject to
the same restrictions as the shares to which such dividends or distributions
relate. Additionally, unless the 2008 plan provides otherwise, a
participant will have all voting, liquidation and other rights with respect to
shares of our common stock issued to the participant as a restricted stock award
upon the participant becoming the holder of record of such shares as if the
participant were a holder of record of shares of our unrestricted common
stock.
Stock Unit Award or Restricted Stock
Units. A stock unit award or restricted stock unit is a right
to receive the fair market value of one or more shares of our common stock,
payable in cash, shares of our common stock, or a combination of both, the
payment, issuance, retention and/or vesting of which is subject to the
satisfaction of specified conditions, which may include achievement of specified
performance objectives. Stock unit awards or restricted stock units
will be subject to such terms and conditions, if any, consistent with the other
provisions of the 2008 plan, as may be determined by the committee.
Performance Awards or
Units. A participant may be granted one or more performance
awards or units under the 2008 plan, and such performance awards or units will
be subject to such terms and conditions, if any, consistent with the other
provisions of the 2008 plan, as may be determined by the committee in its sole
discretion, including, but not limited to, the achievement of one or more
specified performance objectives.
Stock Bonuses. A
participant may be granted one or more stock bonuses under the 2008 plan, and
such stock bonuses will be subject to such terms and conditions, if any,
consistent with the other provisions of the 2008 plan, as may be determined by
the committee in its sole discretion, including, but not limited to, the
achievement of one or more specified performance objectives.
Change in
Control. In the event a “change in control” of our company
occurs, then, unless otherwise provided at the time of the grant of the
incentive award, all options and stock appreciation rights will become
immediately exercisable in full and will remain exercisable for the remainder of
their terms, regardless of whether the holder to whom such option and stock
appreciation rights have been granted remains in the employ or service of our
company or any subsidiary, all outstanding restricted stock awards will become
immediately fully vested and non-forfeitable; and any conditions to the payment
of stock unit awards or restricted stock units, performance awards or units and
stock bonuses will lapse.
In
addition, the committee in its sole discretion may determine that some or all
participants holding outstanding options will receive cash in an amount equal to
the excess of the fair market value of such shares immediately prior to the
effective date of such change in control over the exercise price per share of
the options (or, in the event that there is no excess, that such options will be
terminated), and that some or all participants holding performance awards or
units will receive, with respect to some or all of the shares subject
to the performance awards or units, cash in an amount equal the fair market
value of such shares immediately prior to the effective date of such change in
control.
For
purposes of the 2008 plan, a “change in control” of our company occurs
upon:
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the
sale, lease, exchange or other transfer of substantially all of the assets
of our company (in one transaction or in a series of related transaction)
to a person or entity that is not controlled, directly or indirectly, by
our company;
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the
approval by our stockholders of any plan or proposal for the liquidation
or dissolution of us;
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any
person becomes after the effective date of the 2008 plan the ‘beneficial
owner” (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended), directly or indirectly, of (A) 20 percent or more, but
not 50 percent or more, of the combined voting power of our outstanding
securities ordinarily having the right to vote at elections of directors,
unless the transaction resulting in such ownership has been approved in
advance by the continuity directors, or (B) 50 percent or more of the
combined voting power of our outstanding securities ordinarily having the
right to vote at elections of directors (regardless of any approval by the
continuity directors);
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a
merger or consolidation to which our company is a party if our
stockholders immediately prior to effective date of such merger or
consolidation do not have “beneficial ownership” (as defined in Rule 13d-3
under the Exchange Act) immediately following the effective date of such
merger or consolidation of securities of the surviving corporation
represent (A) more than 50 percent but less than 80 percent of the
combined voting power of the surviving corporation’s then outstanding
securities ordinarily having the right to vote at elections of directors,
unless such merger or consolidation has been approved in advance by the
continuity directors, or (B) 50 percent or less of the combined voting
power of the surviving corporation’s then outstanding securities
ordinarily having the right to vote at elections of directors (regardless
of any approval by the continuity
directors);
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the
continuity directors cease for any reason to constitute at least a
majority of the Board of Directors;
or
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any
other change in control of us of a nature that would be required to be
reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or
not we are then subject to such reporting
requirements.
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Effect of Termination of Employment
or Other Services. If a participant ceases to be employed by,
or perform other services for, us, all incentive awards held by the participant
will be treated as set forth below unless provided otherwise in the agreement
evidencing the incentive award or modified by the committee in its discretion as
set forth below. Upon termination due to death, disability or retirement, all
outstanding, exercisable options and stock appreciation rights then held by the
participant will remain exercisable for a period of one year thereafter (but in
no event after the expiration date of any such option or stock appreciation
rights), all unvested restricted stock awards, all outstanding stock unit awards
or restricted stock units, performance awards or units and stock bonuses then
held by the participant will be terminated and forfeited. Upon termination for a
reason, other than death, disability or retirement, which is not also for
“cause” (as defined in the 2008 plan), all outstanding options and stock
appreciation rights then held by the participant will, to the extent exercisable
as of such termination, remain exercisable in full for a period of three months
after such termination (but in no event after the expiration date of any such
option or stock appreciation right). Also, upon such termination all
options and stock appreciation rights that are not exercisable; all unvested
restricted stock awards; and all outstanding stock unit awards or restricted
stock units , performance awards or units and stock bonuses then held by the
participant will be terminated and forfeited.
If a
participant is determined by the committee, acting in its sole discretion, to
have committed any action which would constitute cause, regardless of whether
such action or the committee’s determination occurs before or after the
termination of the participant’s employment with us or any subsidiary, all
rights of the participant under the 2008 plan and any award agreements
evidencing an incentive award then held by the participant shall terminate and
be forfeited without notice of any kind. Additionally, as applicable,
we may defer exercise, vesting, or payment of any incentive award for a period
of up to 45 days in order for the committee to make a determination as to the
existence of cause.
The
committee may at any time (including on or after the date of grant or following
termination), in connection with a participant’s termination, cause options or
stock appreciation rights held by the participant to terminate, become or
continue to become exercisable and/or remain exercisable, and restricted stock
awards, stock unit awards or restricted stock units, performance awards or units
or stock bonuses then held by the participant to, terminate, vest or become free
of restrictions and conditions to payment, as the case may be.
Dividend
Rights. Except as discussed above in connection with
restricted stock awards, no adjustment will be made in the amount of cash
payable or in the number of shares of our common stock issuable under incentive
awards denominated in or based on the value of shares of our common stock as a
result of cash dividends or distributions paid to stockholders generally at any
time prior to the issuance of shares under incentive awards.
Term; Termination;
Amendments. Unless terminated earlier, the 2008 plan will
terminate at midnight on June 11, 2018. Incentive awards outstanding
at the time the 2008 plan is terminated may continue to be exercised, earned or
become free of restriction, according to their terms. The Board may
suspend or terminate the 2008 plan or any portion of the plan at any time. In
addition to the committee’s authority to amend the 2008 plan with respect to
participants resident outside of the United States or employed by a non-U.S.
subsidiary, the Board may amend the 2008 plan from time to time in order that
incentive awards under the 2008 plan will conform to any change in applicable
laws or regulations or in any other respect that the Board may deem to be in our
best interests; provided, however, that no amendments to the 2008 plan will be
effective without stockholder approval, if it is required under Section 422 of
the Internal Revenue Code or the Marketplace Rules of the NASDAQ Stock Market,
or if the amendment seeks to increase the number of shares reserved for issuance
under the 2008 plan (other than as a result of a permitted adjustment upon
certain corporate events, such as stock splits) or to modify the prohibitions on
underwater option re-pricing discussed above. Termination, suspension or
amendment of the 2008 plan will not adversely affect any outstanding incentive
award without the consent of the affected participant, except for adjustments in
the event of changes in our capitalization or a “change in control” of our
company.
Transferability. In
general, no right or interest in any incentive award may be assigned or
transferred by a participant, except by will or the laws of descent and
distribution, or subjected to any lien or otherwise
encumbered. However, a participant is entitled to designate a
beneficiary to receive an incentive award on such participant’s death, and in
the event of such participant’s death, payment of any amounts due under the 2008
plan, will be made to, and exercise of any options or stock appreciation rights
may be made by, such beneficiary. Additionally, upon a participant’s
request, the committee may permit a participant to transfer all or a portion of
a non-statutory option, other than for value, to certain of the participant’s
family members or related family trusts, foundations or
partnerships. Permitted transferees of non-statutory options will
remain subject to all the terms and conditions of the incentive award applicable
to the participant.
Attached
as Exhibits 10.2, 10.3 and 10.4 to this report are forms of option agreements
that we expect to use in connection with the grant of stock options under the
2008 plan.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
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10.1
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BioSante
Pharmaceuticals, Inc. 2008 Stock Incentive Plan
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10.2
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Form
of Incentive Stock Option Agreement between BioSante Pharmaceuticals, Inc.
and its Executive Officers Under 2008 Stock Incentive
Plan
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10.3
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Form
of Non-Statutory Stock Option Agreement between BioSante Pharmaceuticals,
Inc. and its Executive Officers Under 2008 Stock Incentive
Plan
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10.4
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Form
of Non-Statutory Stock Option Agreement between BioSante Pharmaceuticals,
Inc. and its Directors Under 2008 Stock Incentive
Plan
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BIOSANTE
PHARMACEUTICALS, INC.
By: /s/ Phillip B.
Donenberg
Phillip
B. Donenberg
Chief
Financial Officer, Treasurer and Secretary
Dated: June 13,
2008
BIOSANTE
PHARMACEUTICALS, INC.
FORM
8-K
Exhibit
Index
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10.1
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BioSante
Pharmaceuticals, Inc. 2008 Stock Incentive Plan
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Filed
herewith
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10.2
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Form
of Incentive Stock Option Agreement between BioSante Pharmaceuticals, Inc.
and its Executive Officers Under 2008 Stock Incentive Plan
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Filed
herewith
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10.3
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Form
of Non-Statutory Stock Option Agreement between BioSante Pharmaceuticals,
Inc. and its Executive Officers Under 2008 Stock Incentive
Plan
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Filed
herewith
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10.4
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Form
of Non-Statutory Stock Option Agreement between BioSante Pharmaceuticals,
Inc. and its Directors Under 2008 Stock Incentive Plan
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Filed
herewith
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