**Exhibit 10.19****AMENDED AND RESTATED****CADENCE PHARMACEUTICALS, INC.****DIRECTOR COMPENSATION POLICY****Effective August 29, 2007**     Non-employee members of the board of directors (the “***Board***”) of Cadence Pharmaceuticals, Inc.(the “***Company***”) shall be eligible to receive cash and equity compensation commencing on the firstdate upon which the Company is subject to the reporting requirements of Section 13 or 15(d)(2) ofthe Exchange Act (the “***Public Trading Date***”) as set forth in this Director Compensation Policy.The cash compensation and option grants described in this Director Compensation Policy shall bepaid or be made, as applicable, automatically and without further action of the Board, to eachmember of the Board who is not an employee of the Company or any parent or subsidiary of theCompany (each, an “***Independent Director***”) who may be eligible to receive such cash compensation oroptions, unless such Independent Director declines the receipt of such cash compensation or optionsby written notice to the Company. This Director Compensation Policy shall remain in effect untilit is revised or rescinded by further action of the Board. All share numbers set forth in thispolicy give effect to the reverse stock split to be implemented by the Company in connection withits initial public offering.     1. Cash Compensation.          Each Independent Director shall be eligible to receive an annual retainer of $30,000 forservice on the Board. In addition, an Independent Director serving as:               (i) chairman of the Audit Committee shall be eligible to receive an additional annual retainerof $17,500 for such service;               (ii) members (other than the chairman) of the Audit Committee shall be eligible to receive anadditional annual retainer of $6,000 for such service;               (iii) chairman of the Compensation Committee shall be eligible to receive an additional annualretainer of $10,000 for such service;               (iv) members (other than the chairman) of the Compensation Committee shall be eligible toreceive an additional annual retainer of $5,000 for such service;               (iv) chairman of the Nominating/Corporate Governance Committee shall be eligible to receive anannual retainer of $7,500 for such service; and               (vi) members (other than the chairman) of the Nominating/Corporate Governance Committee shallbe eligible to receive an annual retainer of $3,000 for such service.          The annual retainers shall be paid by the Company in quarterly installments or more frequentlyas deemed advisable by the officers of the Company for administrative or other reasons.     2. Equity Compensation. The options described below shall be granted under and shallbe subject to the terms and provisions of the Company’s 2006 Equity Incentive Award Plan (the “***2006Plan***”) and shall be granted subject to the execution and delivery of option agreements, includingattached
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exhibits, in substantially the same forms previously approved by the Board, setting forth thevesting schedule applicable to such options and such other terms as may be required by the 2006Plan.          (a) Initial Options. A person who was initially elected or appointed to the Boardless than twelve (12) months prior to the Public Trading Date or who is initially elected orappointed to the Board following the Public Trading Date, and who was or is an Independent Directorat the time of such initial election or appointment, shall be eligible to receive a non-qualifiedstock option to purchase 25,000 shares of common stock (subject to adjustment as provided in the2006 Plan) on the later of the Public Trading Date and the date of such initial election orappointment (each, an “***Initial Option***”).          (b) Subsequent Options. A person who is an Independent Director automatically shallbe eligible to receive a non-qualified stock option to purchase 12,500 shares of common stock(subject to adjustment as provided in the 2006 Plan) on the date of each annual meeting of theCompany’s stockholders after the Public Trading Date. An Independent Director elected for thefirst time to the Board at an annual meeting of stockholders shall only receive an Initial Optionin connection with such election, and shall not receive a Subsequent Option on the date of suchmeeting as well. The option grants described in this clause shall be referred to as “***SubsequentOptions***.”          (c) Termination of Employment of Employee Directors. Members of the Board who areemployees of the Company or any parent or subsidiary of the Company who subsequently terminatetheir employment with the Company and any parent or subsidiary of the Company and remain on theBoard will not receive an Initial Option grant pursuant to clause 2(a) above, but to the extentthat they are otherwise eligible, will be eligible to receive, after termination from employmentwith the Company and any parent or subsidiary of the Company, Subsequent Options as described inclause 2(b) above.          (d) Terms of Options Granted to Independent Directors.               (i) Exercise Price. The per share exercise price of each option granted to anIndependent Director shall equal 100% of the Fair Market Value (as defined in the 2006 Plan) of ashare of common stock on the date the option is granted.               (ii) Vesting. Initial Options granted to Independent Directors shall becomeexercisable in thirty-six equal monthly installments of 1/36 of the shares subject to such optionon the first day of each calendar month following the date of the Initial Option grant, such thateach Initial Option shall be 100% vested on the first day of the 36th month followingthe date of grant, subject to the director’s continuing service on the Board through such dates.Subsequent Options granted to Independent Directors shall become vested in twelve equal monthlyinstallments of 1/12 of the shares subject to such option on the first day of each calendar monthfollowing the date of the Subsequent Option Grant, subject to a director’s continuing service onthe Board through such dates. The term of each option granted to an Independent Director shall beten years from the date the option is granted. No portion of an option which is unexercisable atthe time of an Independent Director’s termination of membership on the Board shall thereafterbecome exercisable.
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