**Exhibit 10.23****CADENCE PHARMACEUTICALS, INC.****BONUS PLAN****Effective January 1, 2008****INTRODUCTION AND PURPOSE**The Cadence Pharmaceuticals, Inc. (“Cadence” or the “Company”) Bonus Plan (the “Plan”) is designedto reward eligible employees for the achievement of corporate objectives, as well as measuredindividual objectives that are consistent with and support the overall corporate objectives. Sincecooperation between departments and employees will be required to achieve corporate objectives thatrepresent a significant portion of the Plan, the Plan should help foster teamwork and build acohesive management team.The Plan is designed to:**•** Encourage high performance by providing an incentive program to achieve overall corporateobjectives and to enhance shareholder value. **•** Reward those individuals who significantly impact corporate results. **•** Encourage increased teamwork among all disciplines within Cadence. **•** Incorporate an incentive program in the Cadence overall compensation program to helpattract and retain employees. **•** Provide an incentive for eligible employees to remain employed by Cadence through andbeyond the payout of any earned bonus.**ELIGIBILITY**All regular, exempt, full-time employees at the Senior Manager level or higher are eligible toparticipate in the Plan. Employees are not eligible if included in a separate formal incentiveplan provided by the Company. In order to be eligible, a participant must have been in an eligibleposition for at least three (3) full consecutive months prior to the end of the Plan year, and theparticipant must remain employed through the end of the Plan year and until awards are paid. Ifthe participant is not employed on the date awards are paid, the participant will not have earnedany bonus. If the participant has been subject to a performance improvement plan or otherdisciplinary procedure during the Plan year, any award to such individual will be at the discretionof the President and CEO or the Compensation Committee.**Change in Status During the Plan Period**: a. *Participants hired during the Plan year:* **•** Participants hired during the Plan year are eligible for a prorated award based thenumber of months employed in an eligible position.  **•** Participants hired after the end of the third quarter are not eligible toparticipate for the plan year.
1

 
 b. *Promotion/change in level:* **•** For promotions that occur after April 30th of the applicable Plan yearbut prior to October 1st of the applicable Plan year, the calculation willbe prorated, based on the number of months at each bonus percentage level.  **•** If the promotion occurred on or after October 1st of the applicable Planyear, the entire calculation will be based on the bonus percentage applicable prior tothe promotion. c. *Transfer to a position that is included in a separate formal Incentive Plan:*Awardswill be pro-rated using the same discipline as outlined for promotions above.  d. *Termination of employment:* **•** If a participant’s employment is terminated voluntarily prior to the date awards arepaid, the participant will not be eligible to receive an award.  **•** If a participant’s employment is terminated involuntarily prior to the date awardsare paid, it will be at the absolute discretion of the Company whether or not an awardpayment is made. e. *Leave of Absence:*Employee may be considered for a prorated award.**AWARD CALCULATION**Awards will be determined by applying a “bonus percentage” to the participant’s base salary ineffect at the end of the Plan year. While the Compensation Committee may change the bonuspercentage for any Plan year, the following bonus percentages will initially be used for thispurpose:     Position Title Bonus Percentage President/CEO 50% EVP, SVP 30% VP 25% Senior Director 20% Director 20% Associate Director, Senior Manager 15% **Corporate and Individual Performance Factors**The President and / or CEO will present to the Compensation Committee a list of the overallcorporate objectives for the applicable Plan year, which are subject to approval by theCompensation Committee. All participants in the Plan will then develop a list of key individualobjectives, which must be approved by the responsible Vice President or Senior Vice President andby the President and / or CEO.The relative weight between corporate and individual performance factors varies based on theindividual’s assigned level within the organization. The weighting
2

 
may be reviewed periodically and may be adjusted for any Plan year. The weighting for theperformance factors will initially be as follows:           Corporate IndividualPresident/CEO  100%    SVP/VP  60%  40%All Other  50%  50%**Performance Award Multiplier**Separate award multipliers will be established for both the corporate and the individual componentsof each award. The award multiplier for the corporate component shall be determined by theCompensation Committee each Plan year, in its sole discretion. The same award multiplier for thecorporate component of the award shall be used for all Plan participants. The award multiplier forthe individual component shall be determined by the responsible Vice President or Senior VicePresident and by the President and / or CEO.While the Compensation Committee may change the award multipliers for any Plan year, the followingscale will initially be used to determine the actual performance award multiplier based upon themeasurement of corporate and individual performance objectives.        Performance Category Award Multiplier   1. Performance for the year met or exceeded objectives or was excellent in view of prevailing conditions 75% - 150%   2. Performance generally met the year’s objectives or was very acceptable in view of prevailing conditions 50% -  75%   3. Performance for the year met some, but not all, objectives 25% -  50%   4. Performance for the year was not acceptable in view of prevailing conditions 0%**Example**The example below shows a sample cash bonus award calculation under the Plan, which is determinedafter the end of the performance period.*Step #1**:*A potential base bonus award is calculated by multiplying the employee’s basesalary by their assigned level bonus percentage.*Step #2:* The calculated potential base bonus amount is then split between the corporateand individual performance factors by the employee’s assigned level (per the weighting above).This calculation establishes specific potential dollar awards for the performance period based onboth the individual and corporate performance factor components.*Step #3:* After the end of the performance period, corporate and individual awardmultipliers will be established using the criteria described above. Awards are
3

 
determined by multiplying the potential bonus awards in Step #2 by the actual corporate andindividual award multipliers.           *Example:* *Step # 1:*Potential Base Bonus Award Calculation  Position: Sr.Director      Base salary: $100,000       Bonus percentage:  20%      Potential base bonus: $20,000                  *Step # 2:*Split award amount based on weighting of Performance Factors  Potential corporate performance bonus (50%): $10,000       Potential individual performance bonus (50%): $10,000                  *Step # 3:*Actual Cash Incentive Award Calculation  Assumed payment multipliers based on assessment of corporate and individual performance:  Corporate multiplier                                                         75%-performance generally met objectives  Individual multiplier                                                        125%-performance generally exceeded objectives  Cash Award:          Corporate component $7,500   ($10,000 x 75%)  Individual component $12,500   ($10,000 x 125%)            Total Award $20,000     **AWARD PAYMENTS**Bonus award payments may be made in cash, through the issuance of stock, stock options or anotherform of equity award, or by a combination of cash, stock, stock options and/or another form ofequity award, at the discretion of the Compensation Committee. All bonus award payments aresubject to applicable tax withholdings. In the event that the Compensation Committee and / or theBoard of Directors elect to pay bonus awards in stock or stock options, the Compensation Committee,in its sole discretion, will make a determination as to the number of shares of stock or stockoptions to be issued to each Plan participant based, in part, upon the overall corporateperformance and each participant’s individual performance, as described. The issuance of stock andstock options may also be subject to the approval of the Company’s stockholders, and any stockoptions issued will be subject to the terms and conditions of the Company’s Equity Incentive AwardPlan, as amended from time to time by the Company.Payment of bonus awards will be made as soon as practicable after the end of the Plan year but notbefore the completion and issuance of the Company’s year-end audited Financial Statements.Payments will not be impacted by any benefits, with the exception of elected 401(k) contributionswhich will be applied.
4

 
**PLAN PROVISIONS****Governance**The Plan will be governed by the Compensation Committee of the Board of Directors (the“Compensation Committee”). The President and / or CEO of Cadence will be responsible for theadministration of the Plan. The Compensation Committee will be responsible for approving anycompensation or incentive awards to officers of the Company. All determinations of theCompensation Committee, under the Plan, shall be final and binding on all Plan participants.**Compensation Committee’s Absolute Right to Alter or Abolish the Plan**The Compensation Committee reserves the right in its absolute discretion to abolish the Plan at anytime or to alter the terms and conditions under which incentive compensation will be paid. Suchdiscretion may be exercised any time before, during, and after the Plan year is completed. Noparticipant shall have any vested right to receive any compensation hereunder until actual deliveryof such compensation. Participation in the Plan at any given time does not guarantee ongoingparticipation.**Employment Duration/Employment Relationship**This Plan does not, and Cadence’s policies and practices in administering this Plan do not,constitute an express or implied contract or other agreement concerning the duration of anyparticipant’s employment with the Company. The employment relationship of each participant is “atwill” and may be terminated at any time by Cadence or by the participant, with or without cause.*Any questions pertaining to this plan should be directed to the Human Resources Department.*
5

 
**Cadence Pharmaceuticals, Inc.****Bonus Plan****Effective January 1, 2008**This is to acknowledge that I have received a copy of the **Bonus Plan.**           Name:     Date:       (Print)                                (Signature)        
6