the Stockholders Meeting Uses in Conditions of the Companys Obligations Clause

Conditions of the Companys Obligations from Securities Purchase Agreement

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.

Conditions of the Companys Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company: (i) each Purchaser at the Closing shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of the Purchasers at the Closing contained in this Agreement shall be true and correct at and as of the Closing as if made at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) the Proposal shall have been approved at the Stockholders Meeting. If the foregoing conditions are not satisfied on or before July 8, 2011, then the Company may terminate this Agreement upon providing written notice to the Purchasers.