ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On April 7, 2009, Peter Riepenhausen, a member of our Board of Directors, Audit and Finance Committee, Compensation and Stock Option Committee and Nominating and Governance Committee, informed the Board that he will not stand for re-election to the Board when his term expires at the next annual meeting of shareholders.

Additionally, on April 7, 2009, Arthur Taylor, a member of our Board of Directors and chairman of the Audit and Finance Committee, informed the Board that he will not stand for re-election to the Board when his term expires at the next annual meeting of shareholders.

Mr. Riepenhausen and Mr. Taylor will continue to serve as directors of A.P. Pharma until its 2009 Annual Meeting of Shareholders on May 27, 2009.

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