Exhibit 10.6





Exhibit 10.6




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED

BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT.




FIRST AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL

DETAILING SERVICES AGREEMENT




THIS FIRST AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT
(“Second Amendment”), is hereby made and entered into this 22nd day of March, 2011, by
and between SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (“Client”) and PUBLICIS
TOUCHPOINT SOLUTIONS, INC. (“Publicis”). Client and Publicis being hereinafter collectively
referred to as the “Parties”.



R E C I T A L S




  WHEREAS, the Parties entered into that certain Professional Detailing Services
Agreement dated July 14, 2010 (the “Agreement”);



WHEREAS, the Parties entered into that certain Supplement One to the Agreement also dated
July 14, 2010, amended and restated as of February 7, 2011 (the “Supplement”);



WHEREAS, the Parties now desire to amend the Supplement One to the Agreement pursuant to the
terms and conditions as set forth herein.



NOW, THEREFORE, in consideration of the above recitals, the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby understand and agree as follows:



1. All terms used herein shall have the same meaning as ascribed to them in the Agreement. To the
extent any term or provision of this First Amendment conflicts with any term or provision of the
Agreement or Supplement One, the terms and provisions of the First Amendment shall prevail.



2. Effective March 22, 2011, the Parties hereby agree to delete the language contained in No. of
Field Managers of Section I (Overview of Program) of Supplement One to the Agreement in its
entirety and substitute the following language in its stead:




	 	•	 	“No. of Field Managers:
	 
	 	 	 	3 Regional Field Coordinators, 1 hired as of August 30, 2010, 1 hired as of February 15, 2011, and 1 hired as of March 1, 2011.
	 
	 	 	 	100% of National Business Director 1st six months of Program, 33% of a
National Business Director 2nd six months of Program”




 


 









 





3. Effective March 22, 2011, the Parties hereby agree to delete the following language contained in
subsection F. Estimated Pass-Thru Costs of Section II (Detailed Program Costs) of Supplement One
to the Agreement in its entirety:




	 	•	 	“Regional Field Coordinator bonus and related taxes (at ***) of
*** and National Business Director bonus and related taxes (at
***) of *** to be based upon achievement of performance metrics
outlined in an incentive plan mutually agreed upon by both parties. Determination and
payment of bonuses for the 2010 calendar year will be done once, and determination and
payment of bonuses for the remainder of the term of the Program will be done based on
4-month periods (i.e., January through April, May through August and September through
December).
	 
	 	•	 	Field Management field related expenses of *** Fleet and gas allowance,
tolls, parking, telephone, wireless access, and incidental expenses. Fleet estimates
are based on Ford Explorer XLT model pricing and a two-year lease plan. The gas
reimbursement is estimated at $.15/mile and will be reimbursed via a fuel card.
Telephone, wireless access, and office supplies has been budgeted at *** per
Regional Field Coordinator per month and *** per month for the National
Business Director. Air, hotel, meals and other travel incidents have been budgeted at
*** per Regional Field Coordinator per month and *** per month
for the National Business Director. Expense reimbursement will be made in compliance
with Client’s Travel and Expense Reimbursement Policy which will be provided to
Publicis in advance of Program launch. The parties will have a good faith discussion
regarding any policies that differ from the Publicis standard.”






And substitute the following language in its stead:




	 	•	 	“Regional Field Coordinator bonus and related taxes (at ***) of
*** and National Business Director bonus and related taxes (at
***) of *** to be based upon achievement of performance metrics
outlined in an incentive plan mutually agreed upon by both parties. Determination and
payment of bonuses for the 2010 calendar year will be done once, and determination and
payment of bonuses for the remainder of the term of the Program will be done based on
4-month periods (i.e., January through April, May through August and September through
December).
	 
	 	•	 	Field Management field related expenses of *** Fleet and gas allowance,
tolls, parking, telephone, wireless access, and incidental expenses. Fleet estimates
are based on Ford Explorer XL model pricing and a two-year lease plan. The gas
reimbursement is estimated at $.15/mile and will be reimbursed via a fuel card.
Telephone, wireless access, and office supplies has been budgeted at *** per
Regional Field Coordinator per month and *** per month for the National
Business Director. Air, hotel, meals and other travel incidentals have been budgeted
at *** per Regional Field Coordinator per month and *** per month
for the National Business Director. Expense reimbursement will be made in compliance
with Client’s Travel and Expense Reimbursement Policy which will be provided to
Publicis in advance of Program launch. The parties will have a food faith discussion
regarding any policies that differ from the Publicis standard.”







 




	 	 	 
	***	 	Certain information on this page has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




 


 









 





4. Effective March 22, 2011, the Parties hereby agree to delete the following language contained in
subsection B. Reconciliation of Section III (Payment/Reconciliation) of Supplement One to the
Agreement in its entirety:




“In the event a vacancy arises in a Field Management position, Client shall be entitled to a
pro rata rebate equal to *** for the Regional Field Coordinator positions and
*** for the National Business Director. Any adjustments for any such vacancy
will be made to subsequent billings within fifteen days (15) after Client’s receipt of the
reconciliation referenced in the preceding paragraph, provided, however, that any amounts
that are disputed in good faith by a party shall be paid by such party promptly upon
resolution of such dispute.”



And substitute the following language in its stead:




“In the event a vacancy arises in a Field Management position, Client shall be entitled to a
pro rata rebate equal to *** for the Regional Field Coordinator positions and
*** for the National Business Director for 1st six months of Program
and *** for 2nd six months of Program. Any adjustment for any such
vacancy will be made to subsequent billings within fifteen days (15) after Client’s receipt
of the reconciliation referenced in the preceding paragraph, provided, however, that any
amounts that are disputed in good faith by a party shall be paid by such party promptly upon
resolution of such dispute.”



5. Effective March 22, 2011, the Parties hereby agree to delete Attached 1 (Pricing Worksheet) of
Supplement One to the Agreement in its entirety and substitute with Attachment 1 (Pricing
Worksheet) attached hereto in its stead.



6. In all other respects, the terms and conditions of the Agreement and Supplement One shall remain
unchanged and in full force and effect.



IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment to be effective as
specifically set forth herein.



	 	 	 	 	 	 	 
	SOMAXON PHARMACEUTICALS, INC.	 	PUBLICIS TOUCHPOINT SOLUTIONS
	 
	 	 	 	 	 	 
	By:

	 	/s/ Richard W. Pascoe
	 	By:
	 	/s/ Albert J. Pavucek
	 

	 	 
	 	 	 	 
	Name:

	 	Richard W. Pascoe
	 	Name:
	 	Albert J. Pavucek
	 

	 	 
	 	 	 	 
	Title:

	 	President and CEO
	 	Title:
	 	CFO
	 

	 	 
	 	 	 	 








 




	 	 	 
	***	 	Certain information on this page has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




 


 









 





Attachment 1- Pricing Worksheet




***






 




	 	 	 
	***	 	Certain information on this page has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.