**Exhibit 10.4**

**NEUROGESX, INC.**

**EXECUTIVE EMPLOYMENT AGREEMENT**

This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Susan Rinne (the “Executive”) andNeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of September 24, 2007 (the “Effective Date”). 

**RECITALS**

WHEREAS: It is expected that the Company from time to time will consider the possibility of an acquisition by anothercompany or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. TheBoard has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Changeof Control of the Company. 

WHEREAS: The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with anincentive to continue his or her employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its shareholders. 

WHEREAS: The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment following a Change of Control. These benefits will provideExecutive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control. 

WHEREAS: Certain capitalized terms used in the Agreement are defined in Section 12 below. 

**AGREEMENT**

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 

1. Term of Agreement. This Agreement shall terminate upon the date that all of the obligations of the parties hereto with respect to thisAgreement have been satisfied. 

2. At-Will Employment. The Company and Executive acknowledge that Executive’s employment is andshall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, Executive shall not be entitled to any payments,benefits, damages, awards or compensation other than as provided by this Agreement, or by law. 

3. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Executive will serve as Vice President, Regulatory of theCompany. Executive will render such business and professional 

services in the performance of his or her duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by theCompany’s Board. 

(b) Obligations. During such time as the Executive is employed by the Company, Executive willperform his or her duties faithfully and to the best of his or her ability and will devote his or her full business efforts and time to the Company. During such time as the Executive is employed by the Company, Executive agrees not to activelyengage in any other employment, occupation or consulting activity for any material direct or indirect remuneration without the prior approval of the Board. 

4. Compensation. 

(a) Base Salary. During such time as the Executive isemployed by the Company, the Company will pay Executive an annual salary as determined in the discretion of the Board or any committee thereof. The base salary will be paid periodically in accordance with the Company’s normal payroll practicesand will be subject to the usual, required withholding. Executive’s salary will be subject to review and adjustments will be made based upon the Company’s normal performance review practices. 

(b) Performance Bonus. Executive will be eligible to receive an annual bonus and other bonuses, less applicable withholding taxes,as determined by the Board or any committee thereof in the Board’s or such committee’s sole discretion. 

(c)Equity Compensation. Executive will be eligible to receive stock and option grants, and other equity compensation awards, as determined by the Board or any committee thereof in the Board’s or such committee’s sole discretion.

5. Employee Benefits. During the time that Executive is an employee of the Company, Executive will be entitled to participate inthe Benefit Plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the Benefit Plans it offers to its employees at any time.

6. Vacation. Executive will be entitled to vacation in accordance with the Company’s vacation policy, with the timing andduration of specific vacations mutually and reasonably agreed to by the parties hereto. 

7. Expenses. The Company will reimburseExecutive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties as an employee of the Company, in accordance with the Company’sexpense reimbursement policy as in effect from time to time. 

8. Double Trigger Change of Control and Termination. Upon the doubletrigger of a Change of Control of the Company and termination of Executive as defined in Section 9, Executive will be eligible for Severance Benefits as described in Section 9. 

9. Severance Benefits. 

(a) Involuntary Termination Following a Change of Control. If within eighteen (18) months following a Change of Control (X)(i)Executive terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason or (ii) the Company (or any parent or subsidiary of the Company) terminates Executive’s employment for other thanCause, and (Y) Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, then Executive shall receive the following severance from the Company: 

(i) Severance Payment. Executive will be entitled to (i) receive continuing payments of severance pay (less applicablewithholding taxes) at a rate equal to his or her base salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies; and(ii) a lump-sum payment equal to 50% of Executive’s target annual bonus as of the date of such termination. 

(ii)Options; Restricted Stock. Fifty percent (50%) of Executive’s then outstanding options to purchase shares of the Company’s Common Stock (the “Options”) shall immediately vest and become exercisable (that is, inaddition to the shares subject to the Options which have vested and become exercisable as of the date of such termination), but in no event shall the number of shares subject to such Options which so vest exceed the total number of shares subject tosuch Options. Additionally, all of the shares of the Company’s Common Stock then held by Executive subject to a Company right of repurchase (the “Restricted Stock”) shall immediately vest and have such Company right of repurchase withrespect to such shares of Restricted Stock lapse (that is, in addition to the shares of Restricted Stock which have vested as of the date of such termination), but in no event shall the number of shares which so vest exceed the number of shares ofRestricted Stock outstanding immediately prior to such termination. 

(iii) Continued Employee Benefits. Executiveshall receive Company-paid coverage for Executive and Executive’s eligible dependents under the Company’s Benefit Plans for a period equal to the shorter of (i) nine (9) months or (ii) such time as Executive securesemployment with benefits generally similar to those provided in the Company’s Benefit Plans. 

(b) Timing ofSeverance Payments. Any lump-sum severance payment to which Executive is entitled shall be paid by the Company to Executive in cash and in full, not later than ten (10) calendar days after the date of the termination of Executive’semployment as provided in Section 9(a), and any other severance payments shall be paid in accordance with normal payroll policies as provided in Section 9(a). If Executive should die before all amounts have been paid, such unpaid amountsshall be paid in a lump-sum payment to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate. 

(c) Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarilyby Executive other than for Good Reason or (ii) for Cause by the Company, then Executive shall not be entitled to receive severance or other benefits except for those as may then be established under the Company’s then existing severanceand Benefits Plans or pursuant to other written agreements with the Company. 

(d) Disability; Death. If the Company terminates Executive’s employment as aresult of Executive’s Disability, or Executive’s employment terminates due to his or her death, then Executive shall not be entitled to receive severance or other benefits except for severance amounts paid to Executive prior to the date ofsuch termination and except for those as may then be established under the Company’s then existing written severance and Benefits Plans or pursuant to other written agreements with the Company. 

(e) Termination Apart from Change of Control. In the event Executive’s employment is terminated for any reason, either priorto the occurrence of a Change of Control or after the eighteen (18) month period following a Change of Control, then Executive shall be entitled to receive severance and any other benefits only as may then be established under theCompany’s existing written severance and Benefits Plans, if any, or pursuant to any other written agreements with the Company. 

(f) Exclusive Remedy. In the event of a termination of Executive’s employment within eighteen (18) months following a Change of Control, the provisions of this Section 9 are intended to be and are exclusive and in lieuof any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive shall be entitled to no benefits, compensation or other payments or rightsupon termination of employment following a Change in Control other than those benefits expressly set forth in this Section 9. 

10.Conditional Nature of Severance Payments. 

(a) Non-Solicitation. Until the date one (1) year after thetermination of Executive’s employment with the Company for any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or any successorentity or cause an employee to leave his or her employment either for Executive or for any other entity or person. Additionally, Executive acknowledges that Executive’s right to receive the severance payments set forth in Section 9 (to theextent Executive is otherwise entitled to such payments) are contingent upon Executive complying with this Section 10 and upon any breach by Executive of this Section 10: (i) Executive shall refund to the Company all cash paid toExecutive pursuant to Section 9 of this Agreement; and (ii) all severance benefits pursuant to this Agreement shall immediately cease. 

(b) Understanding of Obligations. Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully aware of his or her obligations hereunder, including,without limitation, the reasonableness of the length of time, scope and geographic coverage of such covenant. 

11. Limitation ofPayments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Codeof 1986, as amended (the “Code”) and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: 

(a) delivered in full, or 

(b) delivered as to such lesser extent which would result in no portion of such severancebenefits being subject to excise tax under Section 4999 of the Code, 

whichever of the foregoing amounts, taking into account the applicable federal,state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severancebenefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by the Company’s independent publicaccountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by thisSection 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company andExecutive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur inconnection with any calculations contemplated by this Section 11. If there is a reduction pursuant to this Section 11 of the severance benefits to be delivered to Executive, such reduction shall first be applied to any cash amounts to bedelivered to the Executive under this Agreement and thereafter to any other severance benefits of Executive hereunder. 

12. Definitionof Terms. The following terms referred to in this Agreement shall have the following meanings: 

(a) BenefitPlans. “Benefit Plans” means plans, policies or arrangements that the Company sponsors (or participates in) and that immediately prior to Executive’s termination of employment provide Executive and/or Executive’s eligibledependents with medical, dental, vision and/or financial counseling benefits. Benefit Plans do not include any other type of benefit (including, but not by way of limitation, disability, life insurance or retirement benefits). A requirement that theCompany provide Executive and Executive’s eligible dependents with coverage under the Benefit Plans will not be satisfied unless the coverage is no less favorable than that provided to Executive and Executive’s eligible dependentsimmediately prior to Executive’s termination of employment. Notwithstanding any contrary provision of this Section 12, but subject to the immediately preceding sentence, the Company may, at its option, satisfy any requirement that theCompany provide coverage under any Benefit Plan by instead providing coverage under a separate plan or plans providing coverage that is no less favorable or by paying Executive a lump sum payment sufficient to provide Executive and Executive’seligible dependents with equivalent coverage under a third party plan that is reasonably available to Executive and Executive’s eligible dependents. 

(b) Cause. “Cause” means any of the following: (i) the failure by you to substantially perform your duties with the Company (other than due to your incapacity as a result of physical or mentalillness for a period not to exceed 90 days); (ii) the engaging by you in conduct which is materially injurious to the Company, its business or reputation, or which constitutes gross misconduct; (iii) your material breach of the terms ofthis Agreement, the Invention Agreement or any other agreements between you and the Company; (iv) the material breach or taking of any action in material contravention of the policies of the Company adopted by the Board or any committee 

thereof, including, without limitation, the Company’s policies adopted by the Board of Directors or any committee thereof (including, withoutlimitation, a Code of Ethics, Insider Trading Compliance Program, Disclosure Process and Procedures or Corporate Governance Guidelines, if any such policies are adopted by the Board of Directors); (v) your conviction for or admission or plea ofno contest with respect to a felony; or (vi) an act of fraud against the Company, the misappropriation of material property belonging to the Company, or an act of violence against an officer, director, employee or consultant of the Company;provided, however, that in the event that any of the foregoing events in (i), (iii) or (iv) is capable of being cured, the Company shall provide written notice to you describing the nature of such event, and you shall thereafter havethirty (30) business days to cure such event. 

(c) Change of Control. “Change of Control” means theoccurrence of any of the following: 

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total votingpower represented by the Company’s then outstanding voting securities; or 

(ii) Any action or event occurring within atwo-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) areelected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is inconnection with an actual or threatened proxy contest relating to the election of directors to the Company); or 

(iii) Theconsummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation; or 

(iv) The consummation of the sale, lease or otherdisposition by the Company of all or substantially all the Company’s assets. 

Notwithstanding anything to the contrary in thisAgreement, a sale and issuance of capital stock of the Company in one transaction or a series of related transactions in a bona fide venture capital financing for capital raising purposes in which the holders of capital stock of the Company beforethe financing do not hold at least a majority of the voting power of the Company after the financing shall not constitute a “Change of Control” for purposes of this Agreement. 

(d) Disability. “Disability” shall mean that Executive has been unable to perform his or her Company duties as the resultof his or her incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and 

permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative. Terminationresulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate Executive’s employment. In the event that Executive resumes the performance of substantiallyall of his or her duties hereunder before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked. 

(e) Good Reason. “Good Reason” means any of the following unless such event is agreed to, in writing or as set forthbelow, by you: (i) a material reduction in your salary or benefits (excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, orits successor entity, generally; (ii) a material diminution of your duties or responsibilities relative to your duties and responsibilities in effect immediately prior to the Change of Control, provided however, that a mere change in your titleor reporting relationship alone shall not constitute “Good Reason;” (iii) relocation of your place of employment to a location more than 35 miles from the Company’s office location at the time of the Change of Control; and(iv) failure of a successor entity in any Change of Control to assume and perform under this Agreement. If any of the events set forth above shall occur, you shall give prompt written notice of such event to the Company, or its successorentity, and if such event is not cured within thirty (30) days from such notice you may exercise your rights to resign for Good Reason, provided that if you have not exercised such right within 45 days of the date of such notice you shall bedeemed to have agreed to the occurrence of such event. 

13. Arbitration. 

(a) General. In consideration of Executive’s service to the Company, its promise to arbitrate all employment related disputesand Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Companyand any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or thetermination of Executive’s service with the Company, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2,including Section 1283.05 (the “**Rules**”) and pursuant to California law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federallaw, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California FairEmployment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that theCompany may have with Executive. 

(b) Procedure. Executive agrees that any arbitration will be administered by theAmerican Arbitration Association (“**AAA**”) and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discoveryaccording to the rules set forth in the *National Rules for the Resolution of Employment Disputes or California Code of Civil Procedure*. Executive agrees that 

the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudicationand motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator will issue a written decision on the merits. Executive also agrees that the arbitrator will have the power to award any remedies, includingattorneys’ fees and costs, available under applicable law. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive will pay the first $125.00 of any filing feesassociated with any arbitration Executive initiates. Executive agrees that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA’s National Rules for the Resolutionof Employment Disputes conflict with the Rules, the Rules will take precedence. 

(c) Remedy. Except as provided bythe Rules, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court actionregarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy nototherwise required by law which the Company has not adopted. 

(d) Availability of Injunctive Relief. In addition tothe right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or the ConfidentialityAgreement or any other agreement regarding trade secrets, confidential information, nonsolicitation or Labor Code §2870. In the event either party seeks injunctive relief, the prevailing party will be entitled to recover reasonable costs andattorneys fees. 

(e) Administrative Relief. Executive understands that this Agreement does not prohibit Executivefrom pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does,however, preclude Executive from pursuing court action regarding any such claim. 

(f) Voluntary Nature of Agreement.Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read thisAgreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Executive is waiving Executive’s right to a jury trial.Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement. 

14. Successors. 

(a) The Company’s Successors. Any successor to theCompany (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise, and including, without limitation, a parent entity of any successor to the Company) to all or substantially all of the Company’sbusiness and/or assets shall assume the obligations under this Agreement and agree 

expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform suchobligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement describedin this Section 14(a) or which becomes bound by the terms of this Agreement by operation of law. 

(b) TheExecutive’s Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees. 

15. Notice. 

(a) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to him or her at the home address which he orshe most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Financial Officer. 

(b) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason or as a result of a voluntaryresignation shall be communicated by a notice of termination to the other party hereto given in accordance with Section 15(a) of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shallset forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date (which shall be not more than thirty (30) days after the giving ofsuch notice). 

16. Miscellaneous Provisions. 

(a) No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor,except as otherwise contemplated in this Agreement, shall any such payment be reduced by any earnings that Executive may receive from any other source. 

(b) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer ofthe Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the samecondition or provision at another time. 

(c) Headings. All captions and section headings used in this Agreement arefor convenient reference only and do not form a part of this Agreement. 

(d) Entire Agreement. This Agreement and theInvention Agreement constitute the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or 

implied) of the parties with respect to the subject matter hereof. No future agreements between the Company and Executive may supersede this Agreement,unless they are in writing and specifically mentioned this Agreement. 

(e) Choice of Law. The laws of the State ofCalifornia (without reference to its choice of laws provisions) shall govern the validity, interpretation, construction and performance of this Agreement. 

(f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in fullforce and effect. 

(g) Withholding. All payments made pursuant to this Agreement will be subject to withholding ofapplicable income and employment taxes. 

(h) Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original, but all of which together will constitute one and the same instrument. 

*[Remainder of PageIntentionally Left Blank]*

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by itsduly authorized officer, as of the day and year set forth below. 

 
COMPANY  NEUROGESX INC.   By: /s/ Anthony A. DiTonno   Title: CEOEXECUTIVE  By: /s/ Susan Rinne    Susan Rinne