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                                                                   Exhibit 10.24

                         XANODYNE PHARMACEUTICALS, INC.

           NON-EMPLOYEE DIRECTOR COMPENSATION AND REIMBURSEMENT POLICY

     This Non-Employee Director Compensation and Reimbursement Policy of
Xanodyne Pharmaceuticals, Inc. (the "Corporation") provides for compensation and
reimbursement of expenses of each member of the Board of Directors (the "Board")
of the Corporation who is not an employee of the Corporation or any subsidiary
of the Corporation (a "Non-Employee Director").

Annual Cash Retainers

     Each Non-Employee Director is entitled to receive an annual cash retainer
of $35,000 for service as a director. Each Non-Employee Director also is
entitled to receive the following additional annual cash retainer for service as
the chair or other member of the Board committees set forth below.

<TABLE>
<CAPTION>
                                         ANNUAL RETAINER FOR
                                          SERVICE ON BOARD
                                             COMMITTEES
                                       -----------------------
COMMITTEE                               CHAIR    OTHER MEMBERS
---------                              -------   -------------
<S>                                    <C>       <C>
Audit Committee.....................   $15,000       $5,000
Compensation Committee..............   $10,000       $5,000
Nominating and Corporate Governance
Committee...........................    $5,000       $2,500
</TABLE>

Annual cash retainers for service as a Non-Employee Director and as the chair or
other member of a Board committee shall be payable in arrears in four equal
quarterly installments on the last day of each quarter; provided that the amount
of such payment shall be prorated for any portion of such quarter that the
director was not serving on the Board or the applicable committee.

Equity Compensation

     Equity compensation for Non-Employee Directors shall be as set forth in the
Corporation's 2007 Stock Incentive Plan, as it may be amended from time to time
(the "Plan").

     Specifically, after the effective date of the Plan, the Corporation shall
grant to each Non-Employee Director, upon the commencement of service on the
Board, a nonstatutory stock option (a "Commencement Option") to purchase 100,000
shares of Common Stock of the Corporation (subject to adjustment as provided in
the Plan). In addition, on the effective date of the Plan, the Corporation shall
grant a Commencement Option to each Non-Employee Director who is serving on the
Board on such date (each, a "Current Director"), other than (i) Current

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Directors who are serving on the Board as representatives of entities that have
invested in the Corporation (each, a "Current Investor Director") and (ii) the
Chairman of the Board. On the first day the Corporation's Common Stock trades on
a national securities exchange (the "First Public Trading Day"), the Corporation
shall grant a Commencement Option to each Current Investor Director who is
serving on the Board on the First Public Trading Day and has not tendered a
resignation from the Board on or prior to the First Public Trading Day. A
Commencement Option shall vest according to the following schedule: (i)
one-third (1/3) of the original number of shares of Common Stock of the
Corporation subject to such Commencement Option on the first anniversary of the
day of grant of the Option (the "First Vesting Date") and (ii) one-thirty-sixth
(1/36) of such shares on each monthly anniversary of the First Vesting Date (the
First Vesting Date and each monthly anniversary of the First Vesting Date, a
"Vesting Date"), provided that the individual is serving on the Board on such
Vesting Date. The option agreement would provide for accelerated vesting in the
case of death, disability, change in control, or retirement following a
specified number of years of service.

     In addition, on the date of each annual meeting of stockholders of the
Corporation, the Corporation shall grant to each Non-Employee Director who is
both serving as a director immediately prior to and immediately following such
annual meeting, a nonstatutory stock option (an "Annual Option") to purchase
35,000 shares of Common Stock (subject to adjustment as provided in the Plan);
provided, however, that a Non-Employee Director shall not be eligible to receive
an Annual Option until such Non-Employee Director has served on the Board for at
least six months. An Annual Option shall be fully vested when granted.

     Both Commencement Options and Annual Options shall (i) have an exercise
price equal to the Fair Market Value (as defined in the Plan) of the
Corporation's Common Stock on the date of grant, (ii) expire on the earlier of
10 years from the date of grant or one year following cessation of service on
the Board and (iii) contain such other terms and conditions as the Board shall
determine.

     The obligation to grant Commencement Options and Annual Options under the
Plan to a Non-Employee Director shall, if so determined by the Board, be reduced
to the extent the Corporation is otherwise obligated to grant, or the Board
otherwise grants or has granted, options to such Non-Employee Director.

Reimbursement of Expenses

     The Corporation shall reimburse each Non-Employee Director for reasonable
travel and other out-of-pocket expenses incurred in connection with attending
meetings of the Board and its committees.