0001193125-07-075585 Sample Contracts

AMENDED AND RESTATED RETENTION AND NON-COMPETITION AGREEMENT
Retention and Non-Competition Agreement • April 5th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

THIS RETENTION AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into by and between A.P. Pharma, Inc. (the “Company”), and Michael P.J. O’Connell (“Executive”), effective the 23rd day of March, 2005 (the “Effective Date”) in full substitution for the Retention and Non-Competition Agreement originally entered into between the parties effective May 12, 1999 and amended in its entirety effective August 1, 2000.

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 5th, 2007 • Ap Pharma Inc /De/ • Pharmaceutical preparations

This Change of Control Agreement (this “Agreement”) is made between John Barr, Ph.D. (the “Executive”) and A.P. Pharma, Inc. (“APP” or the “Company”), effective as March 23, 2005.

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