DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS

Exhibit 10.12

BIOSANTE PHARMACEUTICALS, INC.

DESCRIPTION OF NON-EMPLOYEE DIRECTOR

COMPENSATION ARRANGEMENTS

Retainer and Meeting Fees.   We pay our non-employee directors annual retainers and meeting fees.  We pay each of our non-employee directors an annual cash retainer of $18,000, paid on a quarterly basis. In addition, we pay our Chairman of the Board an additional $22,500 in annual cash compensation, the Chair of our Audit and Finance Committee an additional $9,000 in annual cash compensation, the Chair of our Compensation Committee an additional $4,500 in annual cash compensation and the Chair of our Nominating and Corporate Governance Committee an additional $4,500 in annual cash compensation. These additional payments also are paid on a quarterly basis.

With respect to meeting fees, we pay each of our non-employee directors $1,800 for each Board meeting attended in person