POWER OF ATTORNEY
       	Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard King,
	James Welch, Carter King and Mark Weeks, or either of them signing singly, and with full power of substitution,
	the undersigned's true and lawful attorney-in-fact to:

(1)	prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to
	the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto
	and any other documents necessary or appropriate to obtain codes and passwords enabling the
	undersigned to make electronic filings with the SEC of reports required by Section 16(a)
	of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director
	and/or more than 10% stockholder of AcelRx Pharmaceuticals, Inc. (the "Company"), Forms 3, 4,
	and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary
	 or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any
	amendment or amendments thereto, and timely file such form with the SEC and
	any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever in connection with the foregoing which, in the
	opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
	required by, the undersigned, it being understood that the documents executed by such
	attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
	be in such form and shall contain such terms and conditions as such attorney-in-fact may
	approve in such attorney-in-fact's discretion.

       	The undersigned hereby grants to each such attorney-in-fact full power and
	authority to do and perform any and every act and thing whatsoever requisite,
	necessary, or proper to be done in the exercise of any of the rights and powers
	herein granted, as fully to all intents and purposes as the undersigned might or
	could do if personally present, with full power of substitution or revocation,
	hereby ratifying and confirming all that such attorney-in-fact, or
	such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
	to be done by virtue of this power of attorney and the rights and powers herein granted.
	The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
	capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the
	undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the undersigned is no longer required
	to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities
	issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
	foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power of attorney granted
	by the undersigned with respect to Forms 3, 4, and 5.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of January, 2011.


/s/ Pamela Palmer