X0303 4 2009-08-31 0 0001333248 CADENCE PHARMACEUTICALS INC CADX 0001244823 BREITMEYER JAMES B C/O CADENCE PHARMACEUTICALS, INC. 12481 HIGH BLUFF DRIVE, SUITE 200 SAN DIEGO CA 92130 0 1 0 0 EVP, CMO Restricted stock units 2009-08-31 4 A 0 25000 0.00 A Common stock 25000 25000 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. 1/2 of the shares subject to the restricted stock unit award vest and convert into shares of common stock on the earlier of (a) FDA approval of the Company's NDA for intravenous acetaminophen if such approval is obtained before December 31, 2009, and (b) immediately prior to the consummation of a change in control of the Company if such change in control occurs before December 31, 2009. Subject to the recipient's election to defer the receipt of common stock subject to the other 1/2 of the shares subject to the restricted stock unit award, such shares vest and convert into shares of common stock on the earlier of (a) the one-year anniversary of FDA approval of the Company's NDA for intravenous acetaminophen, and (b) immediately prior to the consummation of a change in control of the Company. In each case, vesting is subject to the recipient's continued status as an employee, independent director or consultant of the Company or any subsidiary on the applicable vesting date. Hazel M. Aker Attorney-in-fact 2009-09-02