Exhibit 3.5


                           Xcel Pharmaceuticals, Inc.

                             Audit Committee Charter
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Role and Independence
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The audit committee of the board of directors assists the board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the Company and other such duties as
directed by the board. The committee shall consist of at least three directors
who are generally knowledgeable in financial and auditing matters, including at
least one member with accounting or related financial management expertise. Each
member shall be free of any relationship that, in the opinion of the board,
would interfere with his or her individual exercise of independent judgement,
and shall meet the director independence requirements for serving on audit
committees as set forth in the corporate governance standards of Nasdaq. The
committee is expected to maintain free and open communication (including private
executive sessions at least annually) with the independent accountants and
management of the Company. In discharging this oversight role, the committee is
empowered to investigate any matter brought to its attention, with full power to
retain outside counsel or other experts for this purpose.

The board shall appoint one member of the audit committee as chairperson. He or
she shall be responsible for leadership of the committee, including preparing
the agenda, presiding over the meetings, making committee assignments and
reporting to the board of directors. The chairperson will also maintain regular
liaison with the CEO, CFO, V.P. Finance, the lead independent accountant partner
and, if applicable, the director of internal audit.

Meetings
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The committee is to meet at least once annually and as many additional times as
the committee deems necessary. The committee is to meet in separate executive
session with the independent accountants at least once each year and at other
times when considered appropriate.

Responsibilities
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        .    The committee's primary responsibilities include:

        .    Reviewing this Charter at least annually and recommending any
             changes to the board.

        .    Recommending to the board the independent accountants to be
             selected or retained to audit the financial statements of the
             Company.

        .    Discussing with the independent accountants the nature of the audit
             process, receiving and reviewing audit reports, and providing the
             independent accountants full access to the committee (and the
             board) to report on any and all appropriate matters.

        .    Reviewing the organization, plans and results of any internal audit
             activities.




       .      Reviewing the audited financial statements and discussing them
              with management and the independent accountants.

       .      Upon completion of an initial public offering, discussing with
              management and the independent accountants the Company's quarterly
              financial information and any matters identified through
              procedures performed by the independent accountants for interim
              quarterly financial statements. This discussion may be held with
              the committee or its chairperson and shall occur prior to the
              Company's filing of its Form 10-Q.

       .      Discussing with management and the independent accountants the
              quality and adequacy of, and compliance with, the Company's
              internal controls.

       .      Reporting committee activities to the full board and, upon
              completion of an initial public offering, issuing annually a
              report to be included in the proxy statement for submission to
              shareholders.

       .      Performing any other activities consistent with this Charter, the
              Company's By-laws and governing law, as the committee or the board
              deems necessary or appropriate.

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