Exhibit 10.Z
A.P. PHARMA, INC.
Third Amendment to Rights Agreement
-----------------------------------
THIS AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is made as of
August 18, 2006 by and between A.P. Pharma, a Delaware
corporation (the "Company"), as successor in interest to
Advanced Polymer Systems, Inc., a Delaware corporation (the
"Predecessor") and Computershare Trust Company, N.A., as
successor in interest to the First National Bank of Boston, a
Massachusetts corporation (the "Rights Agent").
Background
----------
A. The Predecessor and the Rights Agent have entered into a
Rights Agreement, dated as of August 19, 1996 (the "Rights
Agreement"). Capitalized terms used in this Amendment without
definition shall have the meanings given to them in the Rights
Agreement.
B. The parties now wish to amend the Rights Agreement as set
forth below.
C. This Amendment has been approved by the Board of Directors
of the Company and the individual members of the Board of
Directors of the Company in their capacities as Continuing
Directors (as defined in the Rights Agreement).
THE PARTIES AGREE AS FOLLOWS:
1. Amendment of the Rights Agreement.
a. Section 1(k) of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:
(k) "Final Expiration Date" shall mean the Close of
Business on December 31, 2006.
b. All references in the Rights Agreement to "Continuing
Directors" shall be deemed references to the Board of Directors
of the Company and all power and authority vested in the
Continuing Directors is hereby vested in the Board of Directors
of the Company.
2. No Other Amendment. Except as modified by this Amendment,
the Rights Agreement shall remain in full force and effect
without any modification. By executing this Amendment below,
the Company certifies that this Amendment has been executed and
delivered in compliance with the terms of Section 27 of the
Rights Agreement. This Amendment shall be deemed an amendment to
the Rights Agreement and shall become effective when executed and
delivered by the Company and the Rights Agent as provided under
Section 27 of the Rights Agreement.
3. Effect of Amendment. Except as and to the extent expressly
modified by this Amendment, the Rights Agreement and the
exhibits thereto, shall remain in full force and effect in all
respects. In the event of a conflict or inconsistency between
this Amendment and the Rights Agreement and the exhibits
thereto, the provisions of this Amendment shall govern.
4. Counterparts. This Amendment may be executed in several
counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute one agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to Rights Agreement as of the date and year first
above written.
A.P. PHARMA, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------
Title: Chief Financial Officer
-------------------------
Computershare Trust Company, N.A.,
as Rights Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
--------------------
Title: Managing Director
-------------------
