0001193125-12-313606 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 25th, 2012 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

Registration Rights Agreement (this “Agreement”) dated as of July 25, 2012 among A.P. Pharma, Inc., a Delaware corporation, (the “Company”), and the investors listed on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 25th, 2012 • Ap Pharma Inc /De/ • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of July 25, 2012, among A.P. Pharma, Inc., a Delaware corporation (the “Company”) and each entity that is listed on the signature page hereto. Each such entity, together with its successors and permitted assigns, is referred to herein as a “Purchaser,” and all such entities, together with their successors and permitted assigns, are collectively referred to herein as the “Purchasers.”

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