DURECT (DRRX) 8-K Entry into a Material Definitive Agreement

Exhibit 10.41

                                November 22, 2004

BY FACSIMILE AND EXPRESS MAIL

CONFIDENTIAL

Peter A. Lankau

President

Endo Pharmaceuticals Inc.

100 Painters Drive

Chadds Ford, PA 19317

Re:Amendment 2 to Development, Commercialization and Supply License Agreement

Dear Peter:

Reference is made to the Development, Commercialization and Supply License Agreement between Endo Pharmaceuticals Inc. (“Endo”) and DURECT Corporation (“DURECT”) effective November 8, 2002, as amended effective January 28, 2004 (“Agreement”). Effective on the date written above, Endo and DURECT hereby agree to amend the Agreement as follows:

1. Amendment to Section 4.6(a). Section 4.6(a) of the Agreement shall be amended to replace each instance of “January 1, 2005” with “January 1, 2006”.

2. Amendment to Section 4.6(c). Section 4.6(c) of the Agreement shall be amended to replace each instance of “January 1, 2005” with “January 1, 2006”.

3. Amendment to Section 13.3(e). Section 13.3(e) of the Agreement shall be amended to replace “January 1, 2005” with “January 1, 2006” and “January 31, 2005” with “January 31, 2006”.

Except as set forth above, all other terms of the Agreement shall remain the same. Please sign below to indicate Endo’s agreement to the foregoing.

Very truly yours,

/s/ James E. Brown

James E. Brown

President and CEO

AGREED TO BY ENDO:
By:	/s/ Peter A. Lankau
	Peter A. Lankau
	President

Date: Nov. 22, 2004