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SEC Company Response from HERON THERAPEUTICS, (HRTX) — Sep 5, 2012

HERON THERAPEUTICS, INC. /DE/ (HRTX) (CIK 0000818033)
Date: Sept. 5, 2012 · CIK: 0000818033 · Accession: 0001193125-12-379853

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File numbers found in text: 333-183549

Date
September 4, 2012
Author
/s/ John B. Whelan
Form
CORRESP
Company
HERON THERAPEUTICS, INC. /DE/ (HRTX) (CIK 0000818033)

Letter

Re: A.P. Pharma, Inc. (the “Company”)

Acceleration Request

September 4, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Acceleration Request for Registration Statement on Form S-3

File No. 333-183549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of the registrant, hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m. (Eastern) on Thursday, September 6, 2012, or as soon thereafter as practicable.

In making this acceleration request, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
/s/ John B. Whelan

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 September 4, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Re:
A.P. Pharma, Inc. (the “Company”)

 Acceleration Request for Registration Statement on Form S-3

 File
No. 333-183549

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of the registrant, hereby requests that the effective date of the above-referenced registration statement
be accelerated so that it will be declared effective at 4:00 p.m. (Eastern) on Thursday, September 6, 2012, or as soon thereafter as practicable.

 In making this acceleration request, the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Sincerely,

/s/ John B. Whelan

John B. Whelan

President, Chief Executive Officer and

Chief Financial Officer

cc:
Ryan Murr, Esq. (Ropes & Gray LLP)