Amendment to Senior Secured Convertible Note Due 2021



 Exhibit 10.2 
 AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES DUE 2021 
 This AMENDMENT TO
SENIOR SECURED CONVERTIBLE NOTES DUE 2021 (this “Amendment”) is entered into as of June 29, 2011, by and between A.P. Pharma, Inc., a Delaware corporation (the “Company”) and the Purchasers (defined below).

 WHEREAS, the Company entered into a Securities Purchase Agreement dated as of April 24, 2011 (the “Purchase
Agreement”) with Tang Capital Partners, LP, Baker Bros. Investments II, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (collectively, the “Purchasers”); 

WHEREAS, pursuant to the Purchase Agreement, the Company issued to the Purchasers, and the Purchasers purchased from the Company, Notes
(as such term is defined in the Purchase Agreement); 
 WHEREAS, the Company and the Purchasers now desire to amend each of the
Notes in accordance with Section 12 of each of the Notes; 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the Purchasers agree as follows: 
  

	1.	Section 23(ww) of each Note is hereby deleted and replaced with the following, effective as of the Closing Date as defined in the Securities Purchase Agreement
dated June 29, 2011, by and between the Company and the Purchasers thereto (the “Effective Date”): 

 “‘Interest Rate’ means six percent (6.0%) per annum.” 
  

	2.	Interest accrued under the Notes prior to the Effective Date shall be unaffected by this Amendment (for clarity, Interest accrued prior to the Effective Date shall be
calculated using twenty percent (20.0%) per annum through the day prior to the Effective Date). Except as set forth in this Amendment, the other provisions of each Note shall remain in full force and effect in accordance with their respective
terms. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first written above. 
  

			
	THE COMPANY
	
	A.P. PHARMA, INC.
		
	By:	 	 /s/ John Whelan

		 	Name:   John Whelan
		 	Title:     Chief Executive Officer


 [Company Signature Page to Amendment] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first written above. 
  

			
	THE PURCHASERS
	
	TANG CAPITAL PARTNERS, LP
		
	By:	 	Tang Capital Management, LLC,
		 	its general partner
		
	By:	 	 /s/ Kevin Tang

		 	Name:   Kevin C. Tang
		 	Title:     Managing Director


 [Purchaser Signature Page to Amendment] 







 
			
	BAKER BROS. INVESTMENTS II, L.P.
		
	By:	 	Baker Bros. Capital, L.P.,
		 	its general partner
	By:	 	Baker Bros. Capital (GP), LLC,
		 	its general partner
		
	By:	 	 /s/ Felix Baker

		 	Name:   Felix Baker
		 	Title:     Managing Member
	
	BAKER BROTHERS LIFE SCIENCES, L.P.
		
	By:	 	Baker Brothers Life Sciences Capital, L.P.,
		 	its general partner
	By:	 	Baker Brothers Life Sciences Capital (GP),
		 	LLC, its general partner
		
	By:	 	 /s/ Felix Baker

		 	Name:   Felix Baker
		 	Title:     Managing Member
	
	14159, L.P.
		
	By:	 	14159 Capital, L.P., its general partner
	By:	 	14159 Capital (GP), LLC, its general partner
		
	By:	 	 /s/ Felix Baker

		 	Name:   Felix Baker
		 	Title:     Managing Member


 [Purchaser Signature Page to Amendment]