BioSante Form 8K dated 12-2-05
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):
November
30, 2005
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31812
|
58-2301143
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
111
Barclay Boulevard
Lincolnshire,
Illinois
|
60069
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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:
| £ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| £ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| £ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| £ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Section
1 — Registrant’s Business and Operations
Item
1.02 Termination
of a Material Definitive Agreement
On
November 30, 2005, BioSante Pharmaceuticals, Inc. sent written notice to Leah
M.
Lehman, Ph.D., Vice President, Product Development of BioSante, of BioSante’s
intent not to renew Ms. Lehman’s employment agreement with BioSante. Under the
terms of Ms. Lehman’s employment agreement, the term of the agreement will
automatically renew for an additional one-year period on December 31 of each
year, unless BioSante or Ms. Lehman provides the other party 30 days written
notice prior to the expiration of the then current renewal term. As a result
of
BioSante’s notice to Ms. Lehman, her employment agreement will expire by its
terms on December 31, 2005. Ms. Lehman’s employment agreement provides for
certain payments and benefits in the event of her separation of employment
from
BioSante. A brief description of the terms and conditions of Ms. Lehman’s
employment agreement is set forth under the heading “Executive Compensation and
Other Benefits - Employment Agreements - Employment Agreements with Other
Executive Officers” in BioSante’s definitive proxy statement for its 2005 annual
meeting of stockholders, as filed with the Securities and Exchange Commission
on
April 29, 2005. The foregoing description of Ms. Lehman’s employment agreement
is qualified in its entirety by the full terms and conditions of the employment
agreement, a copy of which was filed as Exhibit 10.19 to BioSante’s annual
report on Form 10-K for the year ended December 31, 2000, and is incorporated
herein by this reference.
Stephen
M. Simes, BioSante’s Vice Chairman, President and Chief Executive Officer, will
be in charge of BioSante’s product development function and assume Ms. Lehman’s
responsibilities until a permanent replacement is named. In the meantime,
BioSante has engaged Michael C. Snabes, M.D., Ph.D. as an independent consultant
to work with BioSante’s current product development team in completion of
certain Bio-E-Gel™ new drug application (NDA) activities, as well as work on
LibiGel™ development. Dr. Snabes is a board certified reproductive
endocrinologist, as well as holding a Ph.D. in physiology and reproductive
endocrinology. Most recently, Dr. Snabes was an Associate Professor in the
Section of Reproductive Endocrinology and Infertility in the Department of
Obstetrics and Gynecology at The University of Chicago Pritzker School of
Medicine. From 2003 to 2004, Dr. Snabes served as Medical Advisor and Associate
Director in Clinical Research and Development in Inflammation, Arthritis, and
Pain at Pfizer, Inc. and from 1999 to 2003 in the same position at Pharmacia,
Inc. From 1997 to 1999, Dr. Snabes served as Associate Director in Clinical
Research in women’s health at Searle/Monsanto, Inc. In these positions, Dr.
Snabes specifically worked on phase IIIB and phase IV clinical trials in women’s
health and in COX-2 phase I to IV clinical trials. Dr. Snabes is a Fellow of
the
American College of Obstetrics and Gynecology, the American College of Surgeons
and the American College of Endocrinology. Dr. Snabes has over 100 publications
to his credit.
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/Louis W. Sullivan M.D.
Louis
W.
Sullivan, M.D.
Chairman
of the Board
Dated:
December
2, 2005