O'Melveny Represents Cell Genesys in Definitive Merger Agreement with Biosante Pharmaceuticals

July 01, 2009

Piper Hall
O'Melveny & Myers LLP

Sonja Steptoe
O'Melveny & Myers LLP

SILICON VALLEY, CA ─ O’Melveny & Myers LLP represented Cell Genesys (NASDAQ:CEGE), a biotechnology company, in its approximately $38 million merger transaction, announced today, with BioSante Pharmaceuticals, Inc. (NASDAQ:BPAX). The merged company will operate under the BioSante name.

Under the terms of the agreement, Cell Genesys stockholders will receive 0.1615 shares of BioSante common stock for each share of Cell Genesys common stock, subject to adjustment. Upon completion of the transaction, BioSante stockholders prior to the merger are expected to own approximately 60.4% of the outstanding shares of the combined company, and the former Cell Genesys stockholders are expected to own 39.6%.

The joint company will focus primarily on LibiGel, BioSante’s testosterone gel in Phase III clinical development under a U.S. Food and Drug Administration agreed Special Protocol Assessment for the treatment of female sexual dysfunction. The merged company also will seek future development opportunities in cancer immunotherapies.

The O’Melveny team was led by Sam Zucker and Eric Sibbitt, with executive compensation advice from Jeff Walbridge.

O’Melveny also represented Cell Genesys in last week’s exchange offer under which the company exchanged all of its outstanding 3.125% convertible senior notes due in 2011 (aggregate principal $68.3 million) for a combination of cash, common stock, and new notes due in 2013. The O’Melveny team in this transaction was led by Sam Zucker and Eric Sibbitt.

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