Exhibit 10.1





Exhibit 10.1









September 30, 2011




The Procter & Gamble Distributing Company LLC

Two Procter & Gamble Plaza

Cincinnati, Ohio 45202

Attention: J. D. Weedman

Vice President, Global Business Development





	Cc: 	 	 The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

Attention: Associate General Counsel, Director

Health & Well-Being





Dear Jeff:



Somaxon Pharmaceuticals, Inc. (“Somaxon”) hereby provides notice to The Procter & Gamble
Distributing Company LLC (“P&G”) that Somaxon is exercising its right under Section 8.2(b) of the
Co-Promotion Agreement between Somaxon and P&G dated as of August 24, 2010 (the “Agreement”) to
terminate the Agreement, effective as of December 31, 2011. Somaxon specifically acknowledges the
second sentence of Section 8.2(b) and Section 8.5 of the Agreement relating to the effects of such
termination. Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.



Somaxon and P&G hereby agree to amend Section 13.1 of the Agreement (which survives the termination
of the Agreement pursuant to Section 8.5 of the Agreement) such that such Section will be amended
and restated to read in its entirety as follows:




“During the Term and for one year thereafter, Somaxon shall notify Partner in
writing in the event that Somaxon desires, either alone or with a Third Party, to
develop or commercialize a pharmaceutical product containing doxepin as the sole
active pharmaceutical ingredient and for which a prescription from a Professional
is not required in order to dispense, purchase or use such product (an “OTC
Product”). If Partner notifies Somaxon in writing within forty-five (45) days
after receipt of such notice (the “Evaluation Period”) that Partner is not
interested in obtaining rights in and to the OTC Product (such rights, “OTC
Product Rights”), or if Partner fails to notify Somaxon of Partner’s interest in
obtaining the OTC Product Rights prior to the expiration of the Evaluation Period,
then Somaxon shall have no further obligation to Partner under this Agreement with
respect to the applicable OTC Product Rights. If Partner is interested in
obtaining the OTC Product Rights, it shall so notify Somaxon in writing prior to
the expiration of the Evaluation Period, and upon Somaxon’s receipt of such notice
Partner and Somaxon shall promptly commence good-faith negotiations, for a period
of one hundred twenty (120) days and such longer
period as may be mutually agreed upon by the parties in writing in the event the
parties have made material progress in the negotiations (the “Negotiation
Period”), regarding the commercially reasonable terms of an agreement pursuant to
which Partner shall obtain the OTC Product Rights. If Somaxon and Partner have
failed to enter into an agreement for the OTC Product Rights upon the expiration
of the Negotiation Period, then Somaxon shall thereafter have the right to
negotiate and enter into an agreement with a Third Party granting the OTC Product
Rights to a Third Party. The provisions of this Section 13.1 shall not apply to,
and Somaxon shall have no obligation to Partner under this Section 13.1 in respect
of, any acquisition of Somaxon by a Third Party, any merger or consolidation with
or involving Somaxon, any acquisition by a Third Party of any material portion of
the stock of Somaxon, or any acquisition by a Third Party of a material portion of
the assets of Somaxon in addition to the Products (“Merger Transaction”). For
clarity, the rights set forth in this Section 13.1 shall survive the consummation
of any Merger Transaction.”


 


 









 





Somaxon and P&G hereby expressly agree that the signing of this letter agreement shall not in any
way entail the beginning of the Evaluation Period or the Negotiation Period.



Please evidence the agreement of P&G to the foregoing by signing below in the space provided.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Richard W. Pascoe
 	 
	 	Richard W. Pascoe 	 
	 	President and Chief Executive Officer 	 




ACCEPTED AND AGREED:



THE PROCTER & GAMBLE DISTRIBUTING COMPANY LLC




	 	 	 	 	 
	Signed:

	 	/s/ Jeffrey D. Weedman	 	 
	 

	 	 

Name: Jeffrey D. Weedman
	 	 
	 

	 	Title:   Vice President, Global Business Development