0000818033-07-000042 Sample Contracts

MANAGEMENT RETENTION AGREEMENT
Management Retention Agreement • November 14th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

This Management Retention Agreement (the “Agreement”) is dated as of November 8, 2007, by and between Dr. John Barr (“Employee”) and A.P. Pharma, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events and supercedes an earlier Change of Control Agreement dated March 23, 2005 between the Company and Employee.

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RETENTION AND NON-COMPETITION AGREEMENT
Retention and Non-Competition Agreement • November 14th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

WHEREAS, the Company desires to retain the services of Executive as set forth in this Agreement and Executive desires to provide services to the Company, upon the terms and conditions set forth herein; and

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