X0303 4 2011-04-24 0 0000818033 AP PHARMA INC /DE/ APPA 0001178579 TANG KEVIN C 4401 EASTGATE MALL SAN DIEGO CA 92121 1 0 1 0 0001232621 TANG CAPITAL MANAGEMENT LLC 4401 EASTGATE MALL SAN DIEGO CA 92121 0 0 1 0 0001191935 TANG CAPITAL PARTNERS LP 4401 EASTGATE MALL SAN DIEGO CA 92121 0 0 1 0 Senior Secured Convertible Notes due 2021 0.04 2011-04-24 4 A 0 1200000.00 1200000.00 A Common Stock, par value $0.01 per share 30000000 1200000.00 I By LP Rights to Purchase Senior Secured Convertible Notes due 2021 1000.00 2011-04-24 4 A 0 2400000.00 0.00 A Senior Secured Convertible Notes due 2021 2400000.00 2400000.00 I By LP The Closing Date of the purchase of the Senior Secured Convertible Notes due 2021. The date that is 10 years following the Closing Date of the purchase of the Senior Secured Convertible Notes due 2021. Tang Capital Partners, LP does not have the right to convert any portion of this Senior Secured Convertible Notes due 2021, to the extent that after giving effect to such conversion, Tang Capital Partners, LP (together with the its affiliates) would beneficially own in excess of 9.99% (subject to change as described in the note) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The exercise price to purchase Senior Secured Convertible Notes due 2021 represented by this Right is $1,000 for each $1,000 principal amount of Senior Secured Convertible Notes due 2021 purchased upon exercise. The date that is 2 years following the Closing Date of the purchase of the Senior Secured Convertible Notes due 2021. /s/ Kevin C. Tang 2011-04-26 /s/ Kevin C. Tang, Managing Member 2011-04-26 /s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 2011-04-26