Appendix E

                    NOMINATING AND GOVERNANCE COMMITTEE CHARTER
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            Adopted by the Board of Directors of A.P. Pharma, Inc.

Purpose
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The purpose of the Nominating Committee (the "Committee") of the board of
directors (the "Board") of A.P. Pharma, Inc. (the "Company") is to identify
individuals qualified to serve as members of the Board of the Company, and
determine nominees for election as directors of the Company, evaluate the
Board's performance, develop and recommend to the Board corporate governance
guidelines and provide oversight with respect to corporate governance and
ethical conduct.

Composition
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The Committee shall be composed of three or more directors, as determined by
the board of directors, each of whom shall satisfy the requirements of
Nasdaq.

Responsibilities
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The Committee is charged by the Board with the responsibility to:

1.  Identify and evaluate individuals qualified to serve as members of the
Board, and determine nominees for election as directors of the Company at the
next annual or special meeting of stockholders at which directors are to be
elected, and identify, evaluate and recommend to the Board individuals to
fill any vacancies or newly created directorships that may occur between such
meetings.

2.  Recommend to the Board directors for appointment to its committees and,
as appropriate, recommend rotation or removal of directors from Board
committees.

3.  Cause to be prepared and recommend to the Board the adoption of corporate
governance guidelines, and periodically review and assess the guidelines and
recommend changes for approval by the Board.

4.  Cause to be prepared and recommend to the Board the adoption of a code of
ethics and a code of conduct, and periodically review and assess the codes,
and recommend changes for approval by the Board.

5.  Oversee a periodic evaluation of the performance of the Board, including
individual members of the Board, and discuss the evaluation with the full
Board.

6.  Provide minutes of Committee meetings to the Board, and report to the
Board on any significant matters arising from the Committee's work.

7.  At least annually, review and reassess this Charter and, if appropriate,
recommend changes to the Board.

8.  Make recommendations to the Board regarding issues of management
succession.

9.  Perform such other duties and responsibilities as may be assigned to the
Committee by the Board.

Authority
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By adopting this Charter, the Board delegates to the Committee full authority
in its discretion to:

1.  Perform each of the responsibilities of the Committee described above.

2.  Delegate such of its authority and responsibilities as the Committee
deems proper to members of the Committee or a subcommittee.

3.  Appoint a chair of the Committee, unless a chair is designated by the
Board.

4.  Engage and terminate search firms, independent counsel and other advisers
as the Committee determines necessary to carry out its responsibilities, and
approve the fees and other terms of retention of any such search firms,
independent counsel and other advisers.

5.  Cause the officers of the Company to provide such funding as the
Committee shall determine to be appropriate for payment of compensation to
any search firm or other advisers engaged by the Committee.

Approved by Nominating and Governance Committee May 28, 2003

Approved by the Board of Directors March 25, 2004


/S/ Board of Directors                                        March 25, 2004
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