0001193125-17-015969 Sample Contracts

12,300,000 Shares of Common Stock HERON THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2017 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
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WAIVER
Waiver • January 24th, 2017 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • California

This WAIVER (this “Waiver”) is made and entered into as of January 18, 2017, by and between Tang Capital Partners, LP, a Delaware limited partnership (“TCP”), and Heron Therapeutics, Inc., a Delaware corporation formerly known as A.P. Pharma, Inc. (“Heron”), with respect to the Securities Purchase Agreement, dated April 24, 2011 (the “SPA”), by and among Heron, TCP, Baker Bros. Investments II, L.P., a Delaware limited partnership (“BBI”), Baker Brothers Life Sciences, L.P., a Delaware limited partnership (“BBLS”), and 14159, L.P., a Delaware limited partnership (together with TCP, BBI and BBLS, the “Purchasers”).

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