Summary of AP PHARMA INC /DE/

Change in Directors or Principal Officers, Other Events, Financial Statements

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

Effective as of July 30, 2012, the Board of Directors (the "Board") of A.P. Pharma, Inc. (the "Company") appointed Robert Rosen as a director. In connection with his appointment to the Board, Mr. Rosen was granted options to purchase a total of up to 1,500,000 shares of Company common stock under the Company's 2007 Equity Incentive Plan, which options vest and become exercisable with respect to 500,000 shares over one year from the date of grant and with respect to 1,000,000 shares over three years from the date of grant.

Mr. Rosen is managing partner of Scotia Nordic LLC ("Scotia Nordic"). From 2005 to 2011, he served as global head of oncology at Bayer HealthCare, where he was responsible for the development of the oncology business unit for regions that included the Americas, Europe, Japan, and Asia Pacific. During his tenure at Bayer HealthCare, he led the launch of Nexavar for the treatment of renal cell carcinoma and hepatocellular carcinoma. He also led premarket activities for regorafenib for gastrointestinal stromal tumors and colon cancer and alpharadin for prostate cancer. From 2002 to 2005, Mr. Rosen was vice president of the oncology business unit at Sanofi-Synthèlabo, where he was responsible for the development of Sanofi's U.S. oncology business and the launch of Eloxatin for colon cancer. Mr. Rosen received a Bachelor of Science degree in Pharmacy from Northeastern University.

Mr. Rosen's appointment as a director was made in connection with the closing of the Offering (defined below), pursuant to which the Company had agreed to appoint to the Board a nominee designated by Standard Pacific Capital Holdings LLLP ("SPCH"); SPCH acted as the lead investor in the Offering. Scotia Nordic served as an advisor for SPCH in connection with its participation in the Offering.

Also effective as of July 30, 2012, Paul Goddard, Ph.D. and Gregory Turnbull resigned from the Board; Dr. Goddard had served as the Chairman of the Board until his resignation. In connection with their departures, Dr. Goddard and Mr. Turnbull will receive their pro rated board compensation through July 30, 2012, and, in recognition of their service on the Board, all outstanding unvested stock options held by Dr. Goddard and Mr. Turnbull will accelerate and all options will remain exercisable for a period of 30 months. The resignations of Dr. Goddard and Mr. Turnbull were not caused by a disagreement with the Company.