exhibit 10. 19 may 6, 2010 dear tom : as discussed with you, this letter contains the terms of the resignation agreement ( the “ agreement ” ) between you and acelrx pharmaceuticals, inc. ( the “ company ” ). 1. resignation date ; final pay. you tendered the resignation of your employment, which the company accepted, effective as of april 30, 2010 ( the “ resignation date ” ), which was your last day of work. on the resignation date, the company paid you ( i ) all accrued salary and ( ii ) following the submission of proper expense reports, all expenses reasonably and necessarily incurred by you in connection with the business of the company prior to the resignation date, subject to standard payroll deductions and withholdings. 2. benefits. in recognition of your prior service and in consideration of your signing this agreement and returning it to the company, you are entitled to the following benefits : ( a ) as of the effective date ( as defined below ), six months of your base salary as in effect as of the resignation date, to be paid monthly, starting within thirty ( 30 ) days of the effective date ; ( b ) as of the effective date, six months of company - paid health ( i. e., medical, vision and dental ) coverage and benefits for such coverage as in effect for you as of the resignation date ; provided, however, that ( i ) you constitute a qualified beneficiary, as defined in section 4980b ( g ) ( 1 ) of the internal revenue code of 1986, as amended ; and ( ii ) you elect continuation coverage pursuant to the consolidated omnibus budget reconciliation act of 1985, as amended ( “ cobra ” ), within the time period prescribed pursuant to cobra. by signing below, you acknowledge that you are receiving the separation benefits outlined in this paragraph 2 in consideration for waiving your rights to claims referred to in this agreement and that you would not otherwise be entitled to such benefits. 3. vesting of stock option awards. in consideration for your willingness to continue to serve on the board of directors of the company ( the “ board ” ), each outstanding stock option granted to you under the 2006 stock plan, as amended, shall continue to vest according to the terms of each such grant, so long as you continue to provide service to the company as a member of the board or as a consultant ( set forth in exhibit c to this agreement ). may 6, 2010