0001193125-11-179119 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2011 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2011 by and among A.P. Pharma, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

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AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES DUE 2021
Senior Secured Convertible Notes Amendment • June 30th, 2011 • Ap Pharma Inc /De/ • Pharmaceutical preparations

This AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES DUE 2021 (this “Amendment”) is entered into as of June 29, 2011, by and between A.P. Pharma, Inc., a Delaware corporation (the “Company”) and the Purchasers (defined below).

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