<PAGE>

                                                                   Exhibit 10.17

                                LICENSE AGREEMENT

                                 by and between

                             BioTie Therapies Corp.

                                       and

                          Somaxon Pharmaceuticals, Inc.

                                12 November 2004





CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                          <C>
1.     DEFINITIONS............................................................................                2
2.     LICENSE................................................................................                6

       2.1    License Grant...................................................................                6
       2.2    After-Acquired Patents and Know-How.............................................                6
       2.3    University of Minnesota; Ivax Corporation.......................................                7
       2.4    Reservation of Rights...........................................................                7
       2.5    Sublicense......................................................................                7

3.     TRADE MARKS............................................................................                8

4.     PAYMENTS...............................................................................                8

       4.1    Milestone Payments..............................................................                8
       4.2    Royalties.......................................................................                8

              4.2.1      Royalty for Products within the Scope of the Patents.................                8
              4.2.2      Royalty in Case of Combination Products and Required Licenses........                9
              4.2.3      Other Indications....................................................               10
              4.2.4      Escrow in Case of Challenge..........................................               10
              4.2.5      Potential Offset for Clinical Trial Expenses.........................               10

       4.3    Sublicensing Fees...............................................................               10
       4.4    Calculations, Payment and Tax Withholding.......................................               12

5.     SUPPLY OF MATERIAL.....................................................................               13

6.     WARRANTIES.............................................................................               13

       6.1    General.........................................................................               13
       6.2    Corporate Existence and Power...................................................               13
       6.3    Authority.......................................................................               14
       6.4    Grant of Rights.................................................................               14
       6.5    Intellectual Property...........................................................               14

7.     DEVELOPMENT OF THE PRODUCTS AND REGULATORY MATTERS.....................................               15

       7.1    Development Plan................................................................               15
       7.2    Steering Committee..............................................................               15
       7.3    Diligence.......................................................................               16
       7.4    Clinical Trials and Regulatory Matters..........................................               15
       7.5    Pharmacovigilance...............................................................               16

8.     SALES AND MARKETING EXPENDITURE PLAN; MINIMUM ROYALTIES................................               17

       8.1    Sales and Marketing Expenditure Plan............................................               17
       8.2    Minimum Royalties...............................................................               17

9.     PATENT MAINTENANCE.....................................................................               18

       9.1    IPR Defence.....................................................................               19
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                          <C>
       9.2    Patent Infringements............................................................               19

10.    IMPROVEMENTS AND JOINT INVENTIONS......................................................               20

       10.1   Improvements....................................................................               20
       10.2   Joint Inventions................................................................               21

11.    TERMINATION............................................................................               21

12.    COMPETITION............................................................................               23

13.    RECORD KEEPING AND AUDITING............................................................               23

14.    LIABILITy AND INDEMNIFICATION..........................................................               24

15.    CONFIDENTIALITY........................................................................               26

16.    FORCE MAJEURE..........................................................................               27

17.    NOTICES................................................................................               28

18.    ASSIGNMENT.............................................................................               29

19.    RELATIONSHIP OF PARTIES................................................................               29

20.    NO WAIVER..............................................................................               29

21.    COMPLIANCE WITH LAWS...................................................................               29

22.    SEVERABILITY OF CLAUSES................................................................               29

23.    AMENDMENTS.............................................................................               30

24.    ENTIRE AGREEMENT.......................................................................               30

25.    GOVERNING LAW..........................................................................               30

26.    DISPUTE RESOLUTION.....................................................................               30

27.    SPECIFIC PERFORMANCE...................................................................               30

28.    EXPENSES...............................................................................               31

29.    APPENDICES AND HEADINGS................................................................               31

30.    COUNTERPARTS OF THIS LICENSE AGREEMENT.................................................               31
</TABLE>

<PAGE>

LIST OF APPENDICES

       APPENDIX 1.27    List of Patents

       APPENDIX 2-A     Minnesota Agreement

       APPENDIX 2-B     Ivax Agreement

       APPENDIX 2-C     Minnesota Tri-Party Agreement

       APPENDIX 2-D     Ivax Tri-Party Agreement

       APPENDIX 4.2.3   Restrictions on Use of Know-How

       APPENDIX 7.1     Responsibilities of the Parties

       APPENDIX 7.5     Joint Operating Procedure on ADR reporting for Nalmefene

       APPENDIX 15      Initial Press Release

<PAGE>

LICENSE AGREEMENT

            THIS  LICENSE AGREEMENT is entered into on this the 12th day of
            November 2004, by and between

      1.    BIOTIE THERAPIES CORP., a corporation incorporated and existing
            under the laws of Finland, having its registered domicile in Turku,
            Finland and with business identity code 1475830-6 ("BTT")

            and

      2.    SOMAXON PHARMACEUTICALS, INC., a corporation incorporated and
            existing under the laws of the state of Delaware in the United
            States of America and having its principal place of business in San
            Diego, California ("Somaxon").

            Each  also referred to as "PARTY" or together as "PARTIES".

      RECITALS

      A.    BTT is, amongst others, active in the research and development of
            nalmefene for dependence disorders, such as alcohol dependence and
            impulse control disorders (including pathological gambling,
            kleptomania, pyromania, intermittent explosive disorders) for which
            BTT has obtained certain patents.

      B.    BTT has obtained the patents referred to above through its own
            development and in-licensing. In addition, BTT has licensed certain
            rights from Ivax Corporation ("IVAX") to use certain preclinical
            documentation and data relating to nalmefene for certain dependence
            disorders. BTT has further developed and, by its own studies,
            complemented the preclinical data as well as conducted clinical
            studies with nalmefene. Through studies conducted or arranged by
            BTT, BTT has obtained additional preclinical and clinical data and
            know-how relating to nalmefene.

      C.    Somaxon has experience and know-how in the clinical development of
            drug substances affecting the central nervous system.

      D.    Somaxon has expressed its interest in developing clinically,
            obtaining a regulatory marketing approval for and commercialising
            the IPR in the Territory.

      E.    The Parties have entered into a Co-operation and Option Agreement in
            order to assess the feasibility of a license arrangement for the
            purpose of commercialising the IPR in the Territory and with the aim
            to fulfill the Goal within the Term and, upon fulfillment, to enter
            into the License Agreement.

      F.    The Goal set forth in the Co-operation and Option Agreement has been
            fulfilled and the Parties hereby enter into the License Agreement on
            the terms and conditions as stipulated hereinbelow. A.

<PAGE>

               NOW THEREFORE, the Parties hereby agree as follows:

1.    DEFINITIONS

            As used in this License Agreement, unless expressly otherwise
            stated or evident in the context, the following terms shall
            have the meanings defined below. The singular (where
            appropriate) shall include the plural and vice versa and
            references to Appendices and Sections shall mean appendices
            and sections of this License Agreement.

1.1  "AFFILIATE"            shall mean any company or other entity which
                            directly or indirectly controls or is controlled by
                            or is under common control with a Party hereto by
                            means of ownership of at least fifty (50) percent of
                            the voting stock or similar interest in said company
                            or other entity.

1.2  "BTT INDEMNITEE"       shall have the meaning as set forth in Section 14.

1.3  "BTT"                  shall mean BioTie Therapies Corp.

1.4  "BUDGET"               shall have the meaning as set forth in Section 8.1

1.5  "DAMAGES"              shall mean any liabilities, damages, losses, costs,
                            claims or expenditures as set forth in Section 14.

1.6  "EFFECTIVE DATE"       shall mean the date of the License Agreement.

1.7  "FDA"                  shall mean the United States Food and Drug
                            Administration of the United States Department of
                            Health and Human Services.

1.8  "FIELD"                shall mean the treatment of impulse control
                            disorders, (including pathological gambling,
                            kleptomania, pyromania and intermittent explosive
                            disorders), alcohol dependence, obsessive compulsive
                            disorders, eating disorders and nicotine dependence.

1.9  "COMPETITIVE PRODUCT"  shall mean any product that (i) contains nalmefene
                            as an active ingredient and/or (ii) is labeled for
                            the treatment of an indication within the Field.

1.10 "CONFIDENTIAL          shall mean all information, Know-How, data,
      INFORMATION"          memoranda, reports, interpretations, forecasts and
                            records (whether written or in any other form)
                            containing or otherwise reflecting information
                            relating to BTT's as well as BTT's licensors'
                            business activity and Somaxon's business or any
                            other matter or thing which is not available to the
                            general public and which has been disclosed by or on
                            behalf of BTT and/or Somaxon, whether before or
                            after the date of this License Agreement.

<PAGE>

1.11 "EIGHTH YEAR DATE"     shall mean the eighth (8th) anniversary of the first
                            commercial sale of the Product by Somaxon in the
                            Territory.

1.12 "FORCE MAJEURE EVENT"  shall have the meaning as set forth in Section 16.

1.13 "GENERIC APPROVAL      shall mean the date of first regulatory or marketing
      DATE"                 approval in the Territory of a product containing
                            nalmefene and which is frequently and customarily
                            prescribed or used for treatment of one or more of
                            the approved indications set forth in the Initial
                            NDA or subsequent regulatory approvals in the U.S.
                            (or any equivalent regulatory approval or
                            marketing authorization filed with any equivalent
                            agency or governmental authority in any other
                            country in the Territory), including, but not
                            limited to, (i) a product covered by an Abbreviated
                            New Drug Application (ANDA) in the U.S. by the FDA
                            (or equivalent regulatory approval or marketing
                            authorisation filed with any equivalent agency or
                            governmental authority in any other country in the
                            Territory) which references the Initial NDA or (ii)
                            a product with frequent and customary "off label"
                            use for one or more of such approved indications.

1.14 "IMPROVEMENTS"         shall mean any uses, inventions, discoveries,
                            modifications, reformulations or results, whether
                            patentable or not, developed by either or both of
                            the Parties relating to nalmefene or a chemical
                            entity within the scope of a valid claim under the
                            Patents, including, but not limited to:

                              -    any new use of nalmefene;

                              -    any new combination product that contains
                                   nalmefene; and

                              -    any derivative, prodrug, hydrate, salt,
                                   ester, isomer, polymorph or analogue of
                                   nalmefene.

                            For the avoidance of doubt, the term "Improvements"
                            shall exclude any product that does not contain
                            nalmefene or a chemical entity within the scope of a
                            valid claim under the Patents.

1.15 "INITIAL NDA"          shall mean the New Drug Application and all
                            amendments and supplements thereto filed with the
                            FDA relating to the Patents or for which the
                            Know-How is being used.

1.16 "IPR"                  shall mean the Patents and Know-How.

1.17 "IVAX"                 shall mean Ivax Corporation.

1.18 "IVAX AGREEMENT"       shall mean the Exclusive License Agreement attached
                            hereto as Appendix 2-B.


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

<PAGE>

1.19 "KNOW-HOW"             shall mean information and know-how needed for
                            obtaining a regulatory approval for any medicinal or
                            pharmaceutical product in the Field generated by BTT
                            or licensed in by BTT before or during the term of
                            this License Agreement from third parties of
                            whatever nature, whether or not patentable,
                            including ideas, discoveries, documentation,
                            invention, data, formulae, techniques, methods,
                            procedures for experiments and tests, protocols,
                            technical information, specifications, formulas,
                            results of experiments and tests (including, but not
                            limited to preclinical and clinical data), designs,
                            sketches, records, drugs and analyses. Any
                            information and know-how licensed in by BTT after
                            the date of this License Agreement shall be included
                            into this definition subject to that BTT has the
                            right, based on the agreement with the third party,
                            to license out such information and know how in the
                            Territory.

1.20 "LICENSE AGREEMENT"    shall mean this License Agreement and the Appendices
                            hereto.

1.21 "MARKET EXCLUSIVITY    shall mean the termination of regulatory market
      TERMINATION DATE"     exclusivity period provided by the FDA and its
                            applicable data protection rules and regulations
                            for the Product in the Territory.

1.22 "MINIMUM ROYALTY"      shall have the meaning as defined in Section 8.2.

1.23 "MINIMUM ROYALTY       shall have the meaning as defined in Section 8.2.
      DEADLINE"

1.24 "MINNESOTA AGREEMENT"  shall mean License Agreement attached hereto as
                            Appendix 2-A.

1.25 "NDA"                  shall mean a New Drug Application and all amendments
                            and supplements thereto filed with the FDA (as more
                            fully defined in 21 C.F.R. 314.5 et seq.).


1.26 "NET SALES"            shall mean the total gross amount invoiced by
                            Somaxon or its Affiliates from the sale of any
                            Product to third parties less the sum of (a)
                            returns, credits and allowances to third parties
                            actually allowed or paid, (b) wholesale or cash or
                            trade or quantity discounts, refunds, rebates,
                            charge-backs or retroactive price adjustments,
                            actually allowed or paid, (c) sales, use or excise
                            taxes or duties imposed on the transaction and paid
                            by Somaxon, (d) bad debts actually allowed or
                            incurred, and (e) charges for freight,
                            transportation, warehousing and insurance directly
                            related to the sale and distribution of the Products
                            (excluding amounts reimbursed by third party
                            customers).  "Net Sales" shall not include sales by
                            Sublicensees, the fees for which are set forth in
                            Section 4.3.


1.27 "NEW PRODUCT"          shall have the meaning as set forth in Section 10.1.

1.28 "PARTY"                shall mean BTT or Somaxon and "Parties" both BTT and
                            Somaxon.





<PAGE>

1.29 "PATENTS"              shall mean impulse control disorder related patent
                            granted in the United States and identified with No.
                            5,780,479 and alcoholism related patents No.
                            4,882,335, No. 5,086,058, No. 5,096,715 as well as
                            any patent application or patent relating to the
                            Field to which BTT has or acquires any right, title
                            or interest during the term of the License
                            Agreement, and all possible divisions, renewals,
                            continuations, continuations-in-part, reissues,
                            extensions and substitutions thereof and all foreign
                            counterparts in countries within the Territory. The
                            Patents as of the Effective Date of this License
                            Agreement, including the current applications are
                            identified in Appendix 1.27 to this License
                            Agreement.

1.30 "PATENT EXPIRATION     shall mean the earlier of (i) the expiration of the
     DATE"                  last to expire of the patents covering the Product
                            (including Patents, if applicable) or (ii) the date
                            that all remaining unexpired patent(s) covering the
                            Product (including Patents, if applicable) have been
                            invalidated in a decision by a court of competent
                            jurisdiction for which no appeal has been sought.

1.31 "PATHEON"              shall mean Patheon Inc.

1.32 "PRODUCT"              shall mean a pharmaceutical product which consists
                            of nalmefene hydrochloride and the manufacture, use,
                            sale or importation of which would infringe a valid
                            claim under the Patents but for the licenses
                            contemplated hereby or for which Know-How is
                            required.

1.33 "SALES AND MARKETING   shall mean the sales and marketing plan for the
     PLAN"                  Products in the Territory prepared and confirmed in
                            accordance with Section 8 of this License Agreement.

1.34 "SOMAXON"              shall mean Somaxon Pharmaceuticals, Inc.

1.35 "SOMAXON ANALOGUE/     shall mean any product containing any analogue,
     DERIVATIVE"            derivative prodrug, hydrate, salt, ester, isomer or
                            polymorph of nalmefene as an active ingredient, in
                            any formulation and through any mode of
                            administration, developed or in-licensed by Somaxon.

1.36 "SOMAXON INDEMNITEE"   shall have the meaning as set forth in Section 14.

1.37 "STEERING COMMITTEE"   shall mean a committee consisting of two (2)
                            representatives of each Party.

1.38 "SUBLICENSEE"          shall have the meaning as set forth in Section 4.3.

<PAGE>

1.39 "SUBLICENSING          shall have the meaning as set forth in Section 4.3.
     REVENUES"

1.40 "TARGET SALES CALLS"   shall have the meaning as set forth in Section 8.1

1.41 "TERRITORY"            shall mean North America comprised of the United
                            States, Canada, Mexico and their territories and
                            possessions (including but not limited to, the
                            Commonwealth of Puerto Rico).

1.42 "TRADE MARKS"          shall mean BTT's trademarks "Soberal" and "Cessal"
                            registered in the United States and any other
                            countries within the Territory.

2.   LICENSE

2.1  LICENSE GRANT

                     In partial consideration of the payments referred to in
                     Section 4 below and subject to the terms and conditions of
                     this License Agreement, BTT hereby grants to Somaxon an
                     exclusive (even as to BTT), royalty-bearing license, with
                     the right to sublicense, under the Patents and Know-How as
                     well as Improvements developed or acquired by BTT during
                     the term of the License Agreement, which are necessary or
                     useful to develop, make, have made, use, sell, have sold,
                     offer for sale, import, or otherwise commercialise Products
                     in the Territory. Subject to earlier termination under
                     Section 11 below, the license set forth herein shall expire
                     as to the Patents upon the expiration of the last to expire
                     patent within the Patents. The royalties payable during the
                     validity of the Patents and after the expiration of the
                     Patents are set forth in Section 4 below. After the
                     termination of all relevant royalty periods set forth in
                     Section 4 below, Somaxon shall have a fully paid-up and
                     exclusive license under the Know-How for the Field in the
                     Territory.

2.2  AFTER-ACQUIRED PATENTS AND KNOW-HOW

                     Any Patents and Know-How acquired by BTT during the term of
                     this License Agreement shall be automatically included in
                     the license set forth above, provided that BTT has the
                     right based on the applicable agreement ("Third Party
                     Agreement") with the third party(ies) from whom such rights
                     have been acquired, to grant a sublicense in the Territory
                     to such rights. If and to the extent BTT is required to pay
                     to such third party(ies) any payments, and Somaxon wants to
                     exploit such rights acquired by BTT after the signing of
                     this License Agreement, the remuneration payable by Somaxon
                     to BTT under Section 4 below shall be adjusted in good
                     faith negotiations by the Parties so that BTT is able to
                     make such payments to the third party(ies) and receive
                     reasonable compensation for such sublicensing. If and when
                     any Third Party Agreement is executed under which Somaxon
                     receives a sublicense from BTT, BTT agrees that it shall
                     not do anything to terminate nor make any amendment,
                     supplement or other modification to the applicable Third
                     Party Agreement which

<PAGE>

                     would adversely affect the rights of BTT and/or Somaxon,
                     except with the prior written consent of Somaxon (not to be
                     unreasonably withheld).

2.3  UNIVERSITY OF MINNESOTA; IVAX CORPORATION

                     The license set forth above shall include the sublicense of
                     all of BTT's rights with respect to the Territory under (i)
                     its License Agreement with the University of Minnesota
                     dated April 17, 2000, a correct and complete copy of which
                     is attached hereto as Appendix 2-A (the "MINNESOTA
                     AGREEMENT"), and (ii) its Exclusive License Agreement with
                     Ivax Corporation ("Ivax") dated April 28, 1998, as amended
                     by the First Amendment thereto dated February 1, 1999 and
                     the Second Amendment thereto dated ______, 2004, a correct
                     and complete copy of which is attached hereto as Appendix
                     2-B (as amended, the "IVAX AGREEMENT"). BTT agrees that it
                     shall not do anything to terminate nor make any amendment,
                     supplement or other modification to the Minnesota Agreement
                     or the Ivax Agreement which would adversely affect the
                     rights of BTT and/or Somaxon under such agreements as of
                     the date hereof, except with the prior written consent of
                     Somaxon (not to be unreasonably withheld).

                     In connection with this License Agreement, the parties have
                     entered into Tri-Party Agreements related to the sublicense
                     of rights under the Minnesota Agreement and the Ivax
                     Agreement. A copy of the Tri-Party Agreement with the
                     University of Minnesota is attached hereto as Appendix 2-C,
                     and a copy of the Tri-Party Agreement with Ivax is attached
                     hereto as Appendix 2-D.

2.4  RESERVATION OF RIGHTS

                     Each Party expressly acknowledges and agrees that other
                     than (i) the license granted by BTT to Somaxon in this
                     License Agreement, including the Improvements of BTT
                     contemplated above, (ii) the sale and transfer of the
                     Trademarks in the Territory set forth in Section 3 below
                     and (iii) the rights with respect to Improvements and
                     inventions set forth in Section 10 below, neither Party
                     will acquire or will have a right to claim any other rights
                     in, or to the use of other patents, know-how or
                     intellectual property rights owned, controlled, adopted or
                     used by the other Party. Subject to the non-competition
                     covenant set forth in Section 12, it is also agreed and
                     understood that nothing in this License Agreement shall
                     restrict BTT from developing the IPR or entering into
                     license negotiations or license agreement(s) with third
                     parties concerning IPR and/or Improvements in territories
                     other than the Territory.

2.5  SUBLICENSE

                     Somaxon may grant sublicenses hereunder to any third party,
                     which (i) is independent from and not an Affiliate of
                     Somaxon, and (ii) would in Somaxon's good faith judgment
                     serve to increase the commercial potential of the IPR
                     and/or Products. However, such sublicenses shall not
                     relieve Somaxon of its obligations to BTT under this
                     License Agreement. Until the expiration of the Minnesota
                     Agreement, Somaxon shall give BTT at least fifteen (15)
                     days advance notice of the major terms of any sublicense
                     agreement, with sufficient

<PAGE>

                     detail to support BTT's required notice to the University
                     of Minnesota under Section 4.4 of the Minnesota Agreement.
                     Although Somaxon shall retain sole discretion over the
                     terms of any such sublicense agreement, Somaxon shall
                     consider in good faith any reasonable comments made by BTT
                     (including comments from the University of Minnesota which
                     maybe relayed by BTT to Somaxon) prior to entering into the
                     sublicense agreement.

3.   TRADE MARKS

                     In partial consideration of the payments referred to in
                     Section 4 below, BTT hereby transfers all rights, title,
                     and interest in the Trade Marks, and all goodwill
                     associated therewith, in the Territory to Somaxon. In
                     furtherance of such transfer, BTT shall execute and deliver
                     to Somaxon appropriate instruments of assignment of trade
                     marks to facilitate the recording of the transfer of the
                     Trade Marks in the Territory.

4.   PAYMENTS

                     In consideration of entering into this License Agreement,
                     Somaxon agrees to pay BTT the milestone payments and
                     royalties based on the Net Sales of the Products, as set
                     out below.

4.1  MILESTONE PAYMENTS

                     Somaxon shall make the following non-refundable fixed
                     payments to BTT upon the occurrence of the indicated
                     milestones:

                     (a)    U.S. $3,000,000 (three million) as a signing fee for
                            this License Agreement;

                     (b)    U.S.$[***] upon acceptance for filing by the FDA of
                            the Initial NDA;

                     (c)    U.S.$[***] upon FDA approval of the Initial NDA;
                            and

                     (d)    U.S.$[***] upon FDA approval of any subsequent
                            indications covered by a Patent owned or controlled
                            by BTT and licensed to Somaxon hereunder, and a
                            U.S.$[***] upon FDA approval of any subsequent
                            indications outside the scope of the Patents but for
                            which Know-How is necessary to obtain regulatory
                            approval.

                     Such milestone payments shall, unless otherwise mutually
                     and explicitly agreed in writing, be paid within fifteen
                     (15) days after the occurrence of the milestones set forth
                     above. Notwithstanding the foregoing, the above milestone
                     payments are subject to reduction under the limited
                     circumstances described in Section 7.4 below.

4.2  ROYALTIES

     4.2.1  ROYALTY FOR PRODUCTS WITHIN THE SCOPE OF THE PATENTS

                     Subject to the remainder of this Section 4.2, Somaxon will
                     pay to BTT the following royalty amounts on Net Sales
                     within the Territory on the indicated


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the Commission. Confidential treatment has been requested with respect to the
omitted portions.


<PAGE>
                     Product type on a country-by-country basis for the
                     applicable period set forth below:

<TABLE>
<CAPTION>
                                          ROYALTY
             PRODUCT TYPE*                 RATE             START DATE                         END DATE
--------------------------------------    ------    ----------------------------   -------------------------------
<S>                                       <C>       <C>                            <C>
Product covered by a Patent within the    [***]%    Effective Date                 Later of (i) Patent Expiration
IPR; and any Improvements to such                                                  Date or  (ii) Market Exclusivity
Patent                                                                             Termination Date

                                          [***]%    Later of (i) Patent            Generic Approval Date or until
                                                    Expiration Date or (ii)        May 2011, whichever is later
                                                    Market Exclusivity
                                                    Termination Date

Product not covered by a Patent within    [***]%    Effective Date                 Patent Expiration Date
the IPR, but covered by another valid,
issued patent and dependent upon the
Know-How; and any Improvements thereto

                                          [***]%    Patent Expiration Date         Generic Approval Date or
                                                                                   until May 2011, whichever is later

Product not covered by a Patent within    [***]%    Effective Date                 Generic Approval Date or until
the IPR or any other valid, issued                                                 May 2011, whichever is later
patent but dependent upon the
Know-How; and any Improvements thereto
</TABLE>

*      The Parties agree that any determination of the type of Product for
       purposes of the foregoing table and the quantity or percentage of Net
       Sales of the Product related to one or more indications, including, but
       not limited to off-label indications or uses, shall be determined by one
       of the following methods, at Somaxon's election: (i) marketing and sale
       under a distinct brand or tradename or (ii) review of IMS Health sales
       data (or similar third party prescription market research data).

       4.2.2  ROYALTY IN CASE OF COMBINATION PRODUCTS AND REQUIRED LICENSES

                     The foregoing royalty for Products for which the [***]
                     percent ([***]%) royalty is being applied may be reduced by
                     any amounts actually paid by Somaxon to a third party in
                     the form of a royalty or other additional cost of goods, up
                     to a maximum of [***] percent ([***]%) of the royalty
                     otherwise due, if, and only if, Somaxon is required to pay
                     such amounts to the third party due to (i) any license of
                     intellectual property rights due to the potential or
                     alleged infringement by the Product or any Improvements of
                     such third-party intellectual property rights, or (ii) the
                     presence in the Product or any Improvements of a
                     proprietary dosage delivery system and/or active ingredient
                     which alone would be outside the scope of a valid claim
                     under the Patents. In connection with any such reduced
                     royalty, Somaxon shall raise at the next regularly
                     scheduled meeting of the Steering Committee any potential
                     or alleged infringement or alternate delivery system or
                     active ingredient giving rise to the reduced royalty and
                     the Parties shall cooperate with one another in good faith
                     in connection with the negotiation and implementation of
                     any related license(s) from one or more third party(ies);
                     provided, however, that the Parties understand and agree
                     that Somaxon shall have sole discretion over the ultimate
                     determination of whether any license(s) and the amounts
                     payable to a third party thereunder are "required" for
                     purposes of


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the Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>

                     this Section 4.2.2; provided, further, however, that the
                     maximum cumulative reduction of the royalties under (i) and
                     (ii) above shall not exceed [***] percent ([***]%).

       4.2.3  OTHER INDICATIONS

                     BTT acknowledges and agrees that Somaxon shall have the
                     right to negotiate directly with Ivax with respect to a
                     license to the clinical data for additional indications for
                     the Product. BTT shall provide reasonable cooperation to
                     Somaxon in any effort to license or otherwise acquire
                     rights to clinical data for additional indications for the
                     Product from Ivax.

                     BTT has set forth on Appendix 4.2.3 to this License
                     Agreement a complete and accurate description of any
                     restrictions as to the use of such Know-How for indications
                     outside the Field. Somaxon acknowledges that a portion of
                     the Know-How is licensed in by BTT and confirms that it
                     will comply with restrictions described on Appendix 4.2.3.

       4.2.4  ESCROW IN CASE OF CHALLENGE

                     BTT shall notify Somaxon in writing of any challenges to
                     the validity or enforceability of any Patent, whether in an
                     administrative or judicial forum, within five (5) business
                     days of BTT's first receipt of notice of such challenge. In
                     case the validity or enforceability of a Patent is
                     challenged by a third party, Somaxon shall deposit
                     royalties which may otherwise be due to BTT hereunder which
                     are in excess of [***] percent ([***]%) of Net Sales, or in
                     case BTT is liable to pay royalty amounts based on sales of
                     products in excess of this amount under the Minnesota
                     Agreement or the Ivax Agreement, such amount, of applicable
                     Net Sales in an interest bearing escrow account until the
                     final determination of the validity or enforceability of
                     such Patent. If the challenge to the validity or
                     enforceability of any Patent is successful, Somaxon shall
                     cancel the escrow and retain all funds, royalties and
                     accrued interest deposited in such escrow, and the royalty
                     percentage shall be adjusted to take into account the new
                     categorization of the Product type set forth in Section
                     4.2.1 above. If the challenge to the validity or
                     enforceability of such Patent is unsuccessful, Somaxon
                     shall release the escrowed funds, including the interest
                     accrued, to BTT, and thereafter, continue paying the
                     royalties directly to BTT as contemplated in Section 4.2.1
                     above.

       4.2.5  POTENTIAL OFFSET FOR CLINICAL TRIAL EXPENSES

                     Notwithstanding the foregoing, the above royalty payments
                     are subject to reduction under the limited circumstances
                     described in Section 7.4 below.

       4.3    SUBLICENSING FEES

                     If Somaxon sublicenses its rights hereunder to a third
                     party (a "SUBLICENSEE"), Somaxon shall pay to BTT within
                     thirty (30) days of receipt, the following portion of the
                     Sublicensing Revenues (defined below) actually received by
                     Somaxon from the Sublicensee:



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              (a)    With respect to Sublicensing Revenues composed of up-front
                     or milestone fees not characterized as a royalty or
                     primarily derived from net sales: [***] percent ([***]%)of
                     the Sublicensing Revenues.

                     Notwithstanding the foregoing, in connection with Somaxon's
                     receipt of any Sublicensing Revenue composed of a milestone
                     payment from the Sublicensee that is triggered by an event
                     comparable to any event set forth in Section 4.1 above,
                     Somaxon shall pay to BTT only the greater of (i) the amount
                     due as a result of the applicable milestone under this
                     Section 4.3 (i.e., [***]% of the Subleasing Revenues) or
                     (ii) the amount due as a result of the applicable milestone
                     under Section 4.3 (i.e., U.S. $[***] upon acceptance for
                     filing by the FDA of the Initial NDA or U.S. $[***] upon
                     FDA approval of the Initial NDA, etc.), but not both.

              (b)    With respect to Sublicensing Revenues composed of royalties
                     or similar payments derived from net sales:

                     (i)    If Somaxon receives [***] percent ([***]%) or less
                            of the Sublicensee's net sales revenues from the
                            sales of the Product, Somaxon shall pay to BTT an
                            amount equal to [***] percent ([***]%)  of the
                            Sublicensing Revenues.

                     (ii)   If Somaxon receives more than [***] percent ([***]%)
                            of the Sublicensee's net sales revenues from the
                            sales of the Product, Somaxon shall pay to BTT an
                            amount equal to (i) [***] percent ([***]%)  of the
                            first [***] percent ([***]%)  of the Sublicensing
                            Revenues, and (ii) an additional [***] percent
                            ([***]%) of the portion in excess of [***] percent
                            ([***]%)  of the Sublicensing Revenues.

                            For purposes of illustration only, if Somaxon
                            receives [***] percent ([***]%)  of the
                            Sublicensee's net revenues from the sale of
                            Products, BTT shall be entitled to receive an amount
                            equal to [***] percent ([***]%)  of the Sublicensing
                            Revenues received by Somaxon.

              It is, however, agreed and understood that the royalty payable by
              Somaxon to BTT based on Somaxon sublicensing any rights hereunder
              shall be at least an amount which BTT is liable to pay under the
              Minnesota Agreement and/or the Ivax Agreement for the licenses BTT
              has obtained and further licensed to Somaxon in this License
              Agreement plus a [***] percent ([***]%)  share of the sales of the
              Products by the Sublicensee net of the deductions set forth in
              clauses (a) through (e) of the definition of Net Sales in Section
              1 above.


              As used herein, "SUBLICENSING REVENUES" shall mean any up-front,
              milestone, royalty or other amounts received by Somaxon from a
              Sublicensee with respect to the sublicense of this License
              Agreement multiplied by a fraction where (i) the numerator is the
              applicable royalty rate set forth in Section 4.2.1 above based on
              the applicable Product type and (ii) the denominator is [***]
              percent ([***]%); provided however that "Sublicensing Revenues"
              shall not include any amounts



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              provided by a Sublicensee to Somaxon (a) primarily for research,
              development, sales and/or marketing support or (b) in the form of
              debt financing or bona fide equity investments in Somaxon made in
              connection with a corporate partnership, collaboration,
              co-promotion or similar arrangement; provided that (i) such debt
              financing or equity investments are on terms that are consistent
              with independent third party valuation of such debt or equity
              securities, or (ii) the proceeds of such debt financing or equity
              investment are substantially used for the commercialization of the
              IPR.

              For purposes of illustration only, if the applicable royalty rate
              under Section 4.2.1 for the Products sold by the Sublicensee is
              [***] percent [***]%), the Sublicensing Revenues shall be equal
              to [***] percent [***]%) of the amount received by Somaxon based
              on a fraction the numerator of which is [***] percent [***]%) and
              the denominator of which is [***] percent [***]%).

              All payments of amounts under this Section 4.3 shall be paid by
              Somaxon to BTT within thirty (30) days of Somaxon's receipt of the
              applicable Sublicensing Revenues from the Sublicensee and Somaxon
              shall provide a calculation of the milestone or royalties due
              under this Section 4.3 contemporaneously with the related payment
              to BTT.

4.4    CALCULATIONS, PAYMENT AND TAX WITHHOLDING

              Somaxon shall provide calculations of Net Sales in the Territory
              and related royalty due on a quarterly basis within sixty (60)
              days after the end of every calendar quarter.

              Somaxon shall pay royalties based on the calculations referred to
              above contemporaneously with the delivery of the required
              calculation (i.e., within sixty (60) days of the end of each
              calendar quarter) to a bank account designated by BTT.

              Any and all payments payable under this License Agreement shall be
              payable in U.S. dollars.

              Somaxon has the right to withhold any tax which according to the
              applicable tax treaty between the U.S. and Finland shall be
              withheld from royalties and Somaxon shall pay the amounts so
              withheld to the proper tax authorities as required by applicable
              laws. In case of such withholding, Somaxon shall inform BTT in due
              course, maintain official receipts of such payments and, upon
              BTT's reasonable request, execute any customary documents which
              are necessary for BTT to receive proper reimbursement or reduction
              under the applicable regulations. At BTT's written request,
              Somaxon shall make the milestone payments and/or royalty payments
              based on sales of products, which BTT is obliged to make under the
              Ivax Agreement and Minnesota Agreement directly to such parties
              and deduct such payments from the royalty or other reimbursements
              payable to BTT.

              Interest on arrears on any late payments shall, after notice to
              Somaxon from BTT, be assessed at the rate of [***] percent [***]%)
              per month.



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5.     SUPPLY OF MATERIAL

              BTT shall supply one hundred percent (100%) of Somaxon's
              requirements of the Product for clinical trial purposes. The price
              for such supply of Products shall equal the direct costs from
              third parties charged to BTT, including, but not limited to, the
              costs charged by Patheon Inc. ("Patheon") and the manufacturer of
              the active product ingredient, and shipping charges, without
              mark-up in all cases.

              BTT shall cooperate in good faith with Somaxon in its efforts to
              negotiate and establish a direct supply agreement with Patheon and
              any alternative supplier requested by Somaxon, in each case, for
              the supply of commercial quantities of Products.

6.     WARRANTIES

              Somaxon has reviewed the Minnesota Agreement and the Ivax
              Agreement attached hereto as Appendices 2-A and 2-B, respectively,
              in the course of its due diligence investigation. The below
              representations and warranties are qualified by the substance of
              such agreements and Somaxon shall not be entitled to claim
              indemnification for any breach of the representations and
              warranties set forth below if a fact or event causing the breach
              is set forth in text of such agreements.

6.1    GENERAL

              Other than for a breach of the representations, warranties and
              covenants of BTT herein and for the indemnification obligations
              set forth in Section 14 below, BTT shall not be liable to Somaxon
              in any respect or in any manner whatsoever for any damages or
              losses which may be incurred by Somaxon in using the Patents or
              the Know-How licensed to Somaxon hereunder, or in failing to
              obtain results anticipated by Somaxon.

              Except as expressly set forth below, BTT does not make, and hereby
              excludes, any and all express or implied representations and
              warranties against patent infringement with respect to the
              Patents, the Know-How or Products manufactured, marketed and sold
              under this License Agreement.

6.2    CORPORATE EXISTENCE AND POWER

              Each Party represents and warrants to the other that it (i) is a
              corporation duly organized, validly existing and in good standing
              under the laws of the jurisdiction in which it is incorporated,
              and (ii) has full corporate power and authority and the legal
              right to own and operate its property and assets and to carry on
              its business as it is now being conducted and is contemplated in
              this License Agreement, including, without limitation, the right
              to grant the licenses granted hereunder.

<PAGE>

6.3    AUTHORITY

                     Each Party represents and warrants to the other that it (i)
                     has the corporate power and authority and the legal right
                     to enter into this License Agreement and perform its
                     obligations hereunder; (ii) has taken all necessary
                     corporate action on its part required to authorize the
                     execution and delivery of this License Agreement and the
                     performance of its obligations hereunder; (iii) this
                     License Agreement has been duly executed and delivered on
                     behalf of such Party, and constitutes a legal, valid and
                     binding obligation of such Party and is enforceable against
                     it in accordance with its terms; and (iv) all necessary
                     consents, approvals and authorizations of all governmental
                     authorities and other persons or entities required to be
                     obtained by such party in connection with entry into this
                     License Agreement have been obtained.

6.4    GRANT OF RIGHTS

                     Each Party represents and warrants to the other that it has
                     not, and will not during the term of this License
                     Agreement, grant any right to any third party that would
                     conflict with the rights granted to the other Party
                     hereunder, and that it has (or will have at the time
                     performance is due) maintained and will maintain and keep
                     in full force and effect all agreements (including license
                     agreements) and filings (including patent filings)
                     necessary to perform its obligations hereunder, including,
                     in the case of BTT, the applicable license agreements with
                     the University of Minnesota and Ivax.

6.5    INTELLECTUAL PROPERTY

                     BTT represents and warrants to Somaxon that:

                     (a)    it is not aware of any pending or threatened
                            litigation (and has not received any communication
                            relating thereto) which alleges that the practice of
                            a method claimed in any of the Patents or the use of
                            any Trade Mark infringes or misappropriates the
                            intellectual property rights of any third party;

                     (b)    to the best of BTT's knowledge, there is no
                            unauthorized use, infringement or misappropriation
                            of any of the IPR or Trade Marks by any third party;

                     (c)    no present or former collaborator, partner, employee
                            or consultant of BTT, or inventor under any of the
                            Patents, owns or has any proprietary, financial or
                            other interest, direct or indirect, in the IPR
                            (other than the monetary rights of Ivax, the
                            University of Minnesota and Alko Corporation) or any
                            Trade Mark, and no third party's confidential
                            information is included in the IPR; and

                     (d)    to the best of BTT's knowledge, neither the practice
                            of the IPR, the use of any Trade Mark, nor the
                            development, manufacture or commercialization of the
                            Product, infringes any intellectual prop-

<PAGE>

                            erty rights of any third party; and BTT has not
                            received notice or communication alleging that the
                            practice of the IPR infringes or may infringe the
                            rights of any third party, nor is BTT aware of any
                            reasonable basis for any such allegation.

7.     DEVELOPMENT of the products AND REGULATORY MATTERS

7.1    DEVELOPMENT PLAN

                     The development of the Products will be undertaken at the
                     cost, expense and risk of Somaxon substantially in
                     accordance with the agreed development plan. However, BTT
                     shall cooperate with Somaxon in connection with the
                     research and development efforts for the Products. The
                     Parties' duties are listed in more detail in Appendix 7.1
                     hereto.

7.2    STEERING COMMITTEE

                     The Parties shall nominate two (2) persons to a steering
                     committee ("Steering Committee") which shall oversee and
                     co-ordinate the Product development work under Section 7.1
                     and, after regulatory approval, the sales and marketing
                     efforts described in Section 8.1 below . The Steering
                     Committee shall hold meetings when appropriate on one
                     Party's written request to the other Party and generally
                     once each calendar quarter. Unless the members of the
                     Steering Committee otherwise consent, a meeting of the
                     Steering Committee shall not be held sooner than within two
                     (2) weeks from the Party's notice to the other Party. The
                     Steering Committee may, in its discretion take action by
                     physical meeting, video-conference, tele-conference or
                     written consent. All decisions by the Steering Committee
                     shall be made by unanimous vote or written consent signed
                     by each member of the Steering Committee, with BTT and
                     Somaxon each having, collectively, one vote in all
                     decisions.

7.3    DILIGENCE

                     Subject to Somaxon's right to terminate this License
                     Agreement, Somaxon shall use commercially reasonable
                     efforts to develop a Product and to commercialise such
                     Product in the Territory, consistent with accepted business
                     practices and legal requirements, and not less than the
                     efforts typically used in the pharmaceutical industry to
                     develop products at comparable stages of development with
                     similar market potential. Notwithstanding the foregoing,
                     however, should it, based on objective data, be
                     commercially unreasonable to commercialise the Product in
                     countries within the Territory other than the United
                     States, the Steering Committee shall discuss the issue in
                     good faith and it shall release Somaxon from the foregoing
                     requirement to commercialise the Product in such other
                     countries outside the United States.

7.4    CLINICAL TRIALS AND REGULATORY MATTERS

                     With respect to the Product in Territory, Somaxon will be
                     responsible for conducting all future clinical trials and
                     for all regulatory filings and interactions

<PAGE>

                     with necessary authorities in accordance with all
                     applicable laws and regulatory requirements in the
                     Territory and payment of filing fees and all other
                     associated costs for regulatory prosecution in any country
                     of the Territory, including without limitation the Phase 3
                     clinical program, application for a marketing authorisation
                     and all pharmacovigilance.

                     BTT shall be responsible for the pre-clinical studies
                     required by the FDA, and the payment of all other
                     associated costs for such pre-clinical studies; except
                     that, in the event (i) the FDA requires a patient
                     population in the pivotal Phase 3 studies for the Product
                     which exceeds 1,000 patients or (ii) the FDA requires the
                     use of an end point in addition to, or other than, the
                     Yale-Brown Obsessive Compulsive Scale modified for
                     pathological gambling in connection with the pivotal phase
                     3 studies for the Product, BioTie shall bear [***] percent
                     ([***]%) of all incremental costs and expenses associated
                     with such additional non-budgeted clinical and development
                     activities up to a maximum of U.S.$ [***], which
                     incremental costs and expenses [***] shall be deducted from
                     and offset against, on a pro rata basis, any milestone
                     payments otherwise due to BioTie from Somaxon under Section
                     4.1 above and the other [***] from the future royalties for
                     the Products due to BioTie from Somaxon under Section 4.2
                     above. In connection with the deduction of any such
                     incremental costs and expenses, Somaxon shall submit to
                     BioTie a calculation and written summary of the costs and
                     expenses in reasonable detail for BioTie to verify the
                     accuracy of the milestone and royalty deduction.

                     BTT shall actively consult with Somaxon on the design and
                     implementation of any such clinical trials as may be
                     reasonably requested by Somaxon. Any related NDA and other
                     foreign regulatory filings in the Territory shall be
                     submitted solely in the name of Somaxon.

                     Somaxon is aware that BTT has entered or shall enter into
                     agreement negotiations with third party(ies), under which
                     BTT entitles such third party/parties to conduct
                     development on and/or to commercialise the IPR outside of
                     the Territory. Somaxon agrees that it shall make available
                     and entitle such third party and/or parties to use the
                     pre-clinical and clinical studies conducted by Somaxon on
                     reasonable commercial terms to enable efficient development
                     and rapid market launch of the Products outside the
                     Territory; provided that Somaxon shall have no such
                     obligation with respect to clinical data or other
                     information or know-how related to (i) any Improvement of
                     Somaxon unless the Parties agree to a license for the
                     Improvement under the right of first refusal and
                     negotiation provisions of Section 10.1 or (ii) any Somaxon
                     Analogue/Derivative. The terms of such license agreement
                     with the third party and Somaxon shall include customary
                     provisions of agreements of such type and be on terms
                     reasonable for both parties.

7.5    PHARMACOVIGILANCE

                     The parties' respective obligations concerning
                     pharmacovigilance, adverse event reporting and related
                     matters are set forth in the "Joint Operating Pro-


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                     cedure on ADR reporting for Nalmefene" in the form attached
                     hereto as Appendix 7.5.

8.     SALES AND MARKETING EXPENDITURE PLAN; MINIMUM ROYALTIES

8.1    SALES AND MARKETING EXPENDITURE PLAN

                     Somaxon shall draft a Sales and Marketing Expenditure Plan
                     to be submitted to BTT for its review and comment not later
                     than three (3) months prior to the planned commercial
                     launch of the Product in the Territory. Thereafter, Somaxon
                     shall prepare annual updates to the Sales and Marketing
                     Expenditure Plan for each calendar year before September 15
                     of the prior year. Each draft of the Sales and Marketing
                     Expenditure Plans shall be reviewed by the Steering
                     Committee, and Somaxon shall in good faith take into
                     account any comments from the Steering Committee in
                     connection with the finalization of each Sales and
                     Marketing Expenditure Plan. Following the receipt of
                     comments, if any, from the Steering Committee, Somaxon
                     shall finalize the Sales and Marketing Expenditure Plan
                     with the terms and expenditures, including (i) a budget for
                     aggregate annual sales and marketing expenditures (the
                     "BUDGET") and (ii) the targeted number of sales calls to
                     physicians ("TARGET SALES CALLS"), determined appropriate
                     by Somaxon in its sole discretion. Somaxon shall submit
                     each such final Sales and Marketing Expenditure Plan to the
                     Committee for its official records retention (which, in the
                     case of annual updates, shall be submitted not later than
                     November 15 of the prior year); provided, however that
                     Somaxon may amend and revise any such final Sales and
                     Marketing Expenditure Plan to reflect any material change
                     in condition not reasonably within the control of Somaxon
                     (including, but not limited to, Product safety issues,
                     recalls, changes in regulatory requirements, interruption
                     of supply and backorders).

                     With respect to each final or amended Sales and Marketing
                     Plan submitted hereunder, Somaxon, itself or through its
                     Affiliates, Sublicensees or contract sales force, if
                     applicable, shall spend not less than [***] percent
                     ([***]%) and conduct not less than [***] percent ([***]%).
                     Upon written request from BTT, Somaxon shall affirm to BTT
                     its compliance with the foregoing minimum marketing
                     expenditures and sales calls. If, however, Somaxon fails to
                     spend the minimum Budget amount or conduct such minimum
                     Target Sales Calls, and Somaxon further fails to cure such
                     deficiencies within the first six (6) months of the
                     following period, BTT may elect to convert the license
                     granted under Section 2 of this License Agreement to
                     non-exclusive in the Territory by providing written notice
                     to Somaxon within thirty (30) days' of BTT's discovery of
                     Somaxon's non-compliance with this Section 8.

8.2    MINIMUM ROYALTIES

                     In order to maintain the exclusivity of the license granted
                     under Section 2 above, Somaxon may, at its option, make the
                     following minimum royalty payments to BTT with respect to
                     each year specified below (the "MINIMUM ROYALTY"):


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                  (a)   Year 2009: U.S. $ [***];

                  (b)   Year 2010: U.S. $ [***];

                  (c)   Year 2011: U.S. $ [***];

                  (d)   Year 2012: U.S. $ [***]; and

                  (e)   Year 2013: U.S. $ [***].

                  Unless an extension is required to be granted pursuant to the
                  following paragraph, there shall be no [***] for any years
                  after the year [***].

                  Notwithstanding the foregoing, in the event of an unexpected
                  or extraordinary delay in the clinical development program as
                  a result of the FDA's review of the NDA or related clinical
                  activities, Somaxon may request an extension to the start date
                  of its obligation to pay the Minimum Royalty and BTT may not
                  unreasonably withhold its consent to such extension. If such
                  an extension is required, Somaxon's obligation to pay Minimum
                  Royalties shall begin instead upon the conclusion of such
                  unexpected or extraordinary delay and the annual schedule of
                  Minimum Royalties set forth above shall be correspondingly
                  delayed.

                  Any royalty payments made by Somaxon in accordance with
                  Sections 4.2 and 4.3 above shall be credited toward the
                  Minimum Royalty for the applicable year and, in the event the
                  royalty payment otherwise required with respect to such period
                  is less than Minimum Royalty for the applicable year, Somaxon
                  may, at its option, pay the remaining amount to BTT within
                  sixty (60) days after the conclusion of the applicable year
                  (the "MINIMUM ROYALTY DEADLINE").

                  If Somaxon fails to pay to BTT the Minimum Royalty for any
                  year specified above, BTT may elect to convert the license
                  granted under Section 2 of this License Agreement to
                  non-exclusive in the Territory by providing written notice to
                  Somaxon within sixty (60) days after the Minimum Royalty
                  Deadline subject to Somaxon's right to cure by paying the
                  Minimum Royalty to BTT within five (5) business days of BTT's
                  notice.

9.    PATENT MAINTENANCE

                  Subject to the licensed rights granted to Somaxon under this
                  License Agreement, BTT retains ownership of all IPR.

                  Subject to the rights and obligations set forth in the
                  Minnesota Agreement, each Party shall maintain, at its own
                  expense, any patents and patent applications held in its name
                  and shall have the primary right and obligation to control the
                  prosecution, maintenance and defend against infringement with
                  respect to such patents and patent applications. BTT shall
                  provide written notice to Somaxon from time to time as BTT
                  and/or the University of Minnesota makes


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                  any required maintenance payments with respect to the Patents
                  and as any new material information relating to the
                  preparation, filing, prosecution or maintenance of the IPR
                  comes to its attention, including, but not limited to, similar
                  notifications received by BTT from the University of Minnesota
                  or Ivax.

                  In the event the responsible party fails to make any required
                  payments or take any action required for the proper
                  preparation, filing, prosecution or maintenance of the
                  applicable patents and patent applications, the other Party
                  shall have the right to make any such required payments or
                  take any such required action. The Parties shall provide
                  reasonable assistance to one another in any such activities.

9.1   IPR DEFENCE

                  In the event of a material infringement or misappropriation in
                  the Territory by a third party of any IPR, Somaxon shall have
                  the sole and exclusive right (but not the obligation) to
                  pursue any and all injunctive, compensatory and other remedies
                  and relief against such third party unless the license under
                  this License Agreement has become non-exclusive. In the event
                  that Somaxon chooses to pursue its rights hereunder, BTT shall
                  use all reasonable efforts to assist and co-operate with
                  Somaxon, and Somaxon shall reimburse BTT for its out-of-pocket
                  expenses resulting from such assistance. Somaxon shall bear
                  the costs and expenses relating to such pursuit. In the event
                  Somaxon recovers any damages or other amounts, after deducting
                  for BTT's out-of-pocket expenses and Somaxon's costs and
                  expenses relating to such pursuit, Somaxon shall pay to BTT an
                  amount equal to applicable royalty under Section 4.2 applied
                  to the remaining recovery.

                  In the event that Somaxon takes no action within six (6)
                  months of notice of any such infringement or misappropriation,
                  BTT shall have the right, but not the obligation, to take
                  action in its own name and its own expense to secure the
                  cessation of any such infringement or misappropriation or to
                  institute, prosecute and control legal proceedings to prevent
                  or restrain such infringement or misappropriation concerning
                  the IPR in the Territory. If requested by BTT, Somaxon agrees
                  to join any action or legal proceeding to enforce the IPR
                  against any third party. If BTT takes action or prosecutes
                  legal proceedings relating to the infringement or
                  misappropriation of the IPR in the Territory, after payment of
                  Somaxon's out-of-pocket costs, all other damages and costs
                  recovered in any action or proceedings or by way of settlement
                  shall belong to BTT.

9.2   PATENT INFRINGEMENTS

                  Upon knowledge of the commencement of any suit against BTT or
                  Somaxon which is based in whole or in part on a claim that the
                  IPR or any Products marketed, sold or distributed by Somaxon
                  under this License Agreement constitute an infringement of any
                  third party's patent, BTT or Somaxon, as the case may be,
                  shall promptly notify the other in writing.

<PAGE>

                  With respect to any such suit outside the Territory, BTT or
                  its licensee in territories outside the Territory shall, at
                  its cost and with counsel reasonably acceptable to Somaxon,
                  assume and conduct the defence of any suit or claims brought
                  or asserted, or demand made, against BTT or Somaxon insofar as
                  it is based on and would affect the IPR in the Territory.
                  Somaxon shall be entitled to participate in any such
                  proceeding with separate counsel at Somaxon's own expense.
                  With respect to any such suit within the Territory, Somaxon
                  shall, at its cost and with counsel reasonable acceptable to
                  BTT, assume and conduct the defence of any suit or claims
                  brought or asserted, or demand made, against BTT or Somaxon
                  insofar as it is based on the IPR.

10.   IMPROVEMENTS AND JOINT INVENTIONS

10.1  IMPROVEMENTS

                  During the life of the proprietary nature of the IPR, each
                  Party shall disclose any Improvements (but excluding any
                  Somaxon Analogue/Derivative) to the other Party, whether
                  patentable or not, without delay in accordance with this
                  Section 10.1.

                  Any Improvement of BTT shall be deemed to be automatically
                  included in the IPR and the license set forth in Section 2
                  above with respect to the Territory. BTT shall take measures
                  within its discretion to seek patent or to otherwise protect
                  such Improvement(s) and should BTT not be willing to protect
                  the Improvements within the Territory it shall forthwith
                  inform Somaxon thereof and Somaxon shall then have the right
                  to seek patents or to otherwise protect the improvement in its
                  own name.

                  Somaxon hereby agrees to grant BTT an exclusive right of first
                  refusal and negotiation (with the right to sublicense) on
                  reasonable commercial terms to utilize outside the Territory
                  any Improvement of Somaxon other than a Somaxon
                  Analog/Derivative (each such Improvement, a "NEW PRODUCT") as
                  follows:

                        If during the term of this License Agreement, Somaxon
                        makes or acquires rights to a New Product, Somaxon shall
                        notify BTT of such New Product. Somaxon shall, during
                        the following ninety (90) days, if requested by BTT,
                        make appropriate representatives available to meet with
                        BTT's representatives to provide a fuller description of
                        the data and information then available to Somaxon with
                        respect to such New Product, and to answer the Receiving
                        Party's questions in that regard. In addition, Somaxon
                        shall engage in good faith negotiations with BTT over a
                        period of at least one hundred twenty (120) days
                        following the end of such ninety (90)-day evaluation
                        period, in an attempt to reach agreement with BTT with
                        respect to the exclusive development and
                        commercialization by BTT of such New Product outside the
                        Territory. If no such agreement is reached during that
                        period, thereafter, Somaxon shall give BTT at least
                        sixty (60) days' written notice prior to signing any
                        agreement with any third party

<PAGE>
                        (either as a definitive agreement or a mutually signed
                        term sheet) with respect to such New Product, and during
                        such sixty (60) day period, BTT may accept and agree to
                        such agreement on such terms offered to the third party
                        in lieu of such third party.

                  The right of first refusal and first negotiation set forth in
                  this Section 10.1 shall include rights for any joint invention
                  under Section 10.2 below but shall not apply to any Somaxon
                  Analogues/Derivatives. Somaxon shall retain all worldwide
                  right, title and interest to any Somaxon Analogue/Derivative
                  and have no obligation to disclose the same to BTT. However,
                  Somaxon acknowledges that, in order to commercialize any
                  Somaxon Analogue/Derivative that would infringe a valid claim
                  under the Patents in any territory outside the Territory,
                  Somaxon would be required to obtain a license under the
                  applicable Patents.

10.2  JOINT INVENTIONS

                  For all inventions, if any, made jointly by the Parties or in
                  which IPR and Somaxon's proprietary rights and/or technologies
                  are combined and which are patentable only on the basis of
                  such combination, the Parties shall apply for the patent
                  protection thereto upon the written request of either Party.
                  Patent protection for such invention(s) shall be applied for
                  in the name of the Parties as co-assignees and co-owners of
                  such invention(s). Somaxon shall take lead responsibility for
                  patent protection on such joint inventions in the Territory
                  and BTT outside the Territory.

                  If either Party does not wish to join in such patent
                  application (the wish to be expressed in writing), then the
                  other Party may seek, obtain and maintain such patent(s) in
                  its own name and at its sole expense and shall have sole and
                  exclusive rights to control and use the inventions covered by
                  such patents(s) without any compensation to the other Party.

11.   TERMINATION

                  Somaxon will have the right to terminate the License upon not
                  less than thirty (30) days' written notice to BTT if continued
                  product development poses an unacceptable safety risk to
                  patients or if the product fails to achieve a satisfactory
                  level of efficacy. For the period before the applicable
                  marketing authorisation (i.e., NDA) has been granted,
                  Somaxon's right to terminate based on the aforesaid must be
                  evidenced by objective data. For the period after the
                  applicable marketing authorisation (i.e., NDA) has been
                  granted, Somaxon's right to terminate based on the aforesaid
                  must be evidenced by objective FDA concerns concerning Product
                  safety or efficacy.

                  BTT may terminate the License Agreement upon not less than
                  thirty (30) days' written notice to Somaxon if Somaxon, either
                  directly or through its Affiliate, contractor or agent,
                  challenges the validity of any Patents or Patent Rights or
                  contests the secrecy of the know how licensed to Somaxon under
                  the License

<PAGE>

                  Agreement and does not cease such challenge within thirty (30)
                  days of the receipt of written notice from BTT.

                  Either Party shall have the right, without prejudice to any
                  other rights or remedies available to it, to terminate the
                  License Agreement by a written notice to the other Party in
                  the event that:

                  (a)   The other Party becomes insolvent, is adjudged bankrupt,
                        applies for settlement with its creditors, makes an
                        assignment for the benefit of its creditors, voluntarily
                        files for bankruptcy or has a receiver or a trustee (or
                        equivalent) in bankruptcy appointed by reason of its
                        insolvency, or in the event an involuntarily bankruptcy
                        action is commenced against the other Party and it is
                        not dismissed within (90) days, or if the other Party
                        becomes the subject of liquidation or dissolution
                        proceedings or otherwise discontinues its business; or

                  (b)   The other Party commits a material breach of the License
                        Agreement and within sixty (60) days after receipt of
                        written notice thereof fails to either cure the breach,
                        or with respect to any breach that has not been cured by
                        such time, if the breaching Party has proposed a course
                        of action to cure the breach and is acting in good faith
                        to cure same but has not cured the breach by the
                        sixtieth (60th) day, such period shall be extended to
                        such period of time as is reasonably necessary to permit
                        the breach to be cured.

                  The provisions of the following Sections shall survive the
                  termination or expiration of this License Agreement: 1, 11,
                  13, 14, 15, 16 and 17. In addition, except in the case of the
                  termination of this License Agreement for Somaxon's breach in
                  accordance with Section 11(b) above, the fully paid-up license
                  to Know How set forth in Section 2 shall survive the
                  termination or expiration of this License Agreement.

                  In the event of BTT's termination of this License Agreement
                  for Somaxon's breach under subsection (b) above and Somaxon's
                  determination not to continue to promote and market the
                  Product, Somaxon shall promptly (and in no event later than
                  thirty (30) days from the termination) do all acts and execute
                  all documents reasonably requested by BTT in order to provide
                  for the transfer to BTT of the Trade Marks, any product
                  registration and/or any preclinical or clinical data with
                  respect to the Product in the Field (e.g., NDA). BTT shall
                  bear all costs and expenses of the Parties related to the
                  reversion of the Trade Marks, any product registration and/or
                  any preclinical or clinical data.

                  Notwithstanding the termination, Somaxon and its Sublicensees
                  will be entitled to continue selling any Product produced
                  prior to such termination but subject to the continuing
                  obligation to pay royalties on such sales.

<PAGE>

12.   COMPETITION


                  For the period commencing at the signing of this License
                  Agreement through the eighth (8th) anniversary of the first
                  commercial sale of the Product by Somaxon in the Territory
                  (the "EIGHTH YEAR DATE"), or such earlier period of time as
                  the Parties may consent to in writing, except for the Product,
                  Somaxon shall not directly or indirectly, market, distribute,
                  sell or have sold any Competitive Product. The Parties
                  acknowledge that any Product or Improvement for which Somaxon
                  pays royalties on Net Sales hereunder shall not be deemed to
                  be a prohibited hereby.


                  Notwithstanding the foregoing, the Parties have explicitly
                  agreed that Somaxon may introduce a Competitive Product in the
                  Territory after the fifth (5th) anniversary of the first
                  commercial sale of the Product provided that Somaxon pays for
                  each year after the introduction of the Competitive Product
                  and until the Eighth Year Date not less than the Minimum
                  Royalty set forth in the table in Section 8.2 for the Year
                  2013, subject to the other terms of such section.

                  Similarly, until the Eighth Year Date, or such earlier period
                  of time as the Parties may consent to in writing, BTT shall
                  not directly or indirectly, market, distribute, sell or have
                  sold in the Territory any Competitive Product, unless the
                  license granted in this License Agreement has been converted
                  into a non-exclusive license in connection with an uncured
                  breach by Somaxon.

                  The non-competition restriction of this Section 12 shall not
                  apply, on a country-by-country and Product-by-Product basis,
                  in the event that for scientific or technical reasons it is
                  not possible using commercially reasonable efforts to develop
                  a Product or for scientific reasons Somaxon cannot obtain a
                  regulatory approval for the Product. Furthermore, upon the
                  termination of this License Agreement whereby the Trade Marks
                  and any applicable product registration reverts to BTT under
                  Section 11 above, this Section 12 shall terminate.

                  Any failure by either Party to comply with the provisions of
                  this Section 12 shall be a material breach of this License
                  Agreement and entitle the other Party to terminate this
                  License Agreement subject to the relevant competition
                  (anti-trust) regulations and the cure periods specified in
                  Section 11. Should such termination not be allowed with
                  respect to Somaxon under the applicable competition
                  regulations, the license granted to Somaxon in this License
                  Agreement shall become non-exclusive. The termination and/or
                  the change into non-exclusive shall be without prejudice to
                  any other remedy to which BTT may be entitled for such breach.

13.   RECORD KEEPING AND AUDITING

                  Somaxon shall keep or cause to be kept in sufficient detail
                  accurate books and records relating to the Net Sales of the
                  Product and improvements thereto as well as relating to any
                  sublicense granted in order to enable the amount of payable
                  royalties to be determined and verified.

<PAGE>

                  Upon the written request of BTT an independent certified
                  public accountant may be retained to review such books and
                  records to verify the accuracy of the payments made or payable
                  hereunder not more than four (4) times per calendar year.
                  Somaxon shall provide such information and explanations, as
                  the accountant performing the audit shall require to verify
                  the accuracy of the payments made or payable hereunder and to
                  satisfy BTT that the terms and conditions of the License
                  Agreement are being complied with. If the verification
                  discloses an underpayment to BTT of more than five percent
                  (5%) of the amount due, Somaxon shall immediately and without
                  demand pay to BTT the difference between an amount already
                  paid and the correct amount shown to be due and payable as a
                  result of audit and promptly on demand reimburse to BTT the
                  fees and costs of the accountant, and the reasonable costs
                  incurred by BTT in respect of the audit. Any possible
                  overpayment shall be deducted from the royalties owed by
                  Somaxon to BTT.

                  Somaxon agrees that any complimentary physician samples of
                  Product distributed by it hereunder shall be labeled "not for
                  resale" or similarly marked as sample products consistent with
                  prevailing pharmaceutical industry practices.

14.   LIABILITY AND INDEMNIFICATION

                  Subject to BTT's indemnification obligations below, Somaxon
                  shall have the full responsibility for pre-clinical and
                  clinical trials conducted by it as well as for the Products
                  marketed, distributed, manufactured, have manufactured or sold
                  by it under the license granted by BTT under this License
                  Agreement and shall bear any and all liability resulting
                  thereof.

                  Somaxon shall indemnify, defend and hold BTT and its
                  directors, officers, agents and other Affiliates (each, a "BTT
                  INDEMNITEE") harmless from any liabilities, damages, losses,
                  costs, claims or expenditures ("DAMAGES") incurred by a BTT
                  Indemnitee as a result of the pre-clinical or clinical trials
                  conducted by or on behalf of Somaxon after the Effective Date
                  or of the Products manufactured, have manufactured,
                  distributed, marketed or sold by Somaxon, including, but not
                  limited to, damage to or loss of property or injury to persons
                  caused by the pre-clinical or clinical trials of the Products;
                  except for Damages which arise from (i) a failure by a BTT
                  Indemnitee to adhere to the terms of this License Agreement;
                  (ii) any negligence, breach of warranty (express or implied)
                  or recklessness or willful misconduct on the part of a BTT
                  Indemnitee; (iii) a breach of any applicable federal, state or
                  local law by a BTT Indemnitee or (iv) those Damages for which
                  BTT has an obligation to indemnify Somaxon pursuant to the
                  indemnification set forth below, as to which Damages each
                  Party shall indemnify the other to the extent of its
                  respective liability for the Damages.

                  BTT shall indemnify, defend and hold Somaxon and its
                  directors, officers, agents and other Affiliates (each, a
                  "SOMAXON INDEMNITEE") harmless from any Damages incurred by a
                  Somaxon Indemnitee as a result of the pre-clinical or clinical
                  trials conducted by or on behalf of BTT before the Effective
                  Date or the breach of any representations, warranties
                  covenants or other agreements

<PAGE>

                  of BTT set forth in this License Agreement; except for Damages
                  which arise from (i) a failure by a Somaxon Indemnitee to
                  adhere to the terms of this License Agreement; (ii) any
                  negligence, breach of warranty (express or implied) or
                  recklessness or willful misconduct on the part of a Somaxon
                  Indemnitee; (iii) a breach of any applicable federal, state or
                  local law by a Somaxon Indemnitee or (iv) those Damages for
                  which Somaxon has an obligation to indemnify BTT pursuant to
                  the indemnification set forth above, as to which Damages each
                  Party shall indemnify the other to the extent of its
                  respective liability for the Damages.

                  Somaxon shall acquire and maintain in force as long as
                  Products using the IPR are being sold with a reputable
                  insurance company a policy of general liability insurance,
                  including the clinical development of the Product and, at such
                  time as commercial sales of the Product commence, the sale of
                  the Product. The insurance shall be in amounts reasonable when
                  compared with insurance obtained by companies engaged in
                  similar businesses. Somaxon shall provide evidence of the
                  insurance to BTT on request.

                  Likewise, BTT shall acquire and maintain in force for the term
                  of this License Agreement and for a period of five (5) years
                  thereafter with a reputable insurance company a policy of
                  general liability insurance sufficient to satisfy the
                  indemnification obligations of BTT hereunder. The insurance
                  shall be in amounts reasonable when compared with insurance
                  obtained by companies engaged in similar businesses. BTT shall
                  provide evidence of the insurance to Somaxon on request.

<PAGE>

15.   CONFIDENTIALITY

                  The Parties agree that during the term of this License
                  Agreement and for a period of seven (7) years after the
                  termination or expiration of this License Agreement, neither
                  Party shall use or disclose to any third party, without the
                  prior written consent of the other Party any Confidential
                  Information regarding that other Party. The non-disclosure
                  extends also to the research and development work performed by
                  the Parties under this License Agreement and the results of
                  such work. Nothing herein shall, however, limit (i) the
                  Parties' right to disclose information to their Affiliates
                  subject to their Affiliates' agreement to be bound the terms
                  of this Section 15, or (ii) either Party seeking regulatory
                  clearance from the FDA (or any other authorities). In
                  addition, from and after the expiration of all licenses
                  contained in this License Agreement, nothing herein shall
                  limit BTT from commercializing the IPR on a stand alone basis
                  or in co-operation with third parties after the term of this
                  License Agreement by using the IPR. In addition, nothing
                  herein shall prohibit the use or disclosure of Know How or
                  Improvements where this is permitted by the other terms of
                  this License Agreement.

                  It is, however, acknowledged and understood by the Parties
                  that

                  (a)   the Parties may have a duty, as publicly listed
                        companies, to disclose the key contents of this License
                        Agreement and the status of the co-operation. Nothing in
                        this License Agreement may limit the Parties' right to
                        follow and act on the basis of the applicable statutory
                        disclosure requirements; provided, however, that if a
                        protective order or similar confidential treatment is
                        available with respect to such proposed disclosure under
                        applicable rules or regulations, the party proposing to
                        make the disclosure, shall promptly give notice to the
                        other Party in order to provide the other Party with the
                        opportunity to seek such protective order or similar
                        confidential treatment to limit the scope of the
                        disclosure; and

                  (b)   the obligations in this Section 15 shall not apply to
                        information that:

                        (i)   is known by the receiving Party, as evidenced by
                              its records, at the time of receipt and not
                              through a prior disclosure by the disclosing
                              Party;

                        (ii)  is at the time of disclosure or thereafter becomes
                              published or otherwise part of the public domain
                              through no breach of this License Agreement by the
                              receiving Party;

                        (iii) is subsequently disclosed to the receiving Party
                              as evidenced by its records, by a third party
                              having the right to make such a disclosure;

<PAGE>

                        (iv)  is developed by the receiving Party as evidenced
                              by its records independently of information
                              received by it from the disclosing Party; and

                        (v)   is required by law, regulation, rule, act or order
                              of any governmental authority or agency to be
                              disclosed by a Party; provided, however, that if a
                              protective order or similar confidential treatment
                              is available with respect to such proposed
                              disclosure under applicable rules or regulations,
                              the party proposing to make the disclosure, shall
                              promptly give notice to the other Party in order
                              to provide the other Party with the opportunity to
                              seek such protective order or similar confidential
                              treatment to limit the scope of the disclosure.

                  The content of the initial press release to be issued by the
                  Parties relating to this License Agreement and the transaction
                  contemplated hereunder is attached hereto as Appendix 15. The
                  form and content of any subsequent public announcement to be
                  made by either Party regarding this License Agreement, or the
                  subject matter contained herein, shall be delivered to the
                  other Party at least two (2) business days prior to
                  publication and shall be subject to the prior written consent
                  of the other Party (which consent may not be unreasonably
                  withheld or delayed), except as may be required by applicable
                  law (including disclosure requirements for publicly listed
                  companies) in which event each Party shall use commercially
                  reasonable efforts to give the other Party reasonable advance
                  notice and reasonable opportunity to review any such
                  disclosure.

16.   FORCE MAJEURE

                  In the event of force majeure, i.e., in the event that further
                  performance of this License Agreement or any part hereof by
                  either Party shall be rendered impossible by or as a
                  consequence of any Acts of God, labour disputes, delays in
                  commercial carriers, strikes, boycotts, war, terrorism, riot
                  or as a result of any law, regulation, order, rule, direction,
                  priority, seizure, allocation, requisition, or any further
                  official action by any department, bureau, board,
                  administration, or other instrumentality or agency, or any
                  other cause beyond the reasonable control of such Party (a
                  "FORCE MAJEURE EVENT"), such Party shall not be considered in
                  default hereunder by reason of any failure to perform
                  occasioned thereby.

                  In the event that failure or delay arises out of or results
                  from any such Force Majeure Event, both Parties shall
                  co-operate in an effort to agree upon the establishment of
                  such alternative arrangements not subject to such failure or
                  delay as will confer upon them benefits comparable in
                  character and substantially equivalent in amount to those
                  intended to be conferred by this License Agreement, or terms
                  and conditions not materially more burdensome to either Party
                  than those herein provided.

<PAGE>

                  However, in the event any individual Force Majeure Event
                  results in a failure or delay of a Party to perform its
                  obligations hereunder for a period in excess of ten (10)
                  months, the other Party may terminate this License Agreement
                  by giving written notice to the other party.

17.   NOTICES

                  All notices to be given by each Party to the other shall be
                  made in writing by (a) an internationally recognized courier
                  service guaranteeing next-day or two-day delivery, charges
                  prepaid; (b) facsimile (with original promptly sent in the
                  manner set forth in clause (a)); or (c) email (with original
                  promptly sent in the manner set forth in clause (a)), and
                  addressed respectively to the Parties.

                  Notices to BTT shall be sent to:

                  Name:       BioTie Therapies Corp.
                  Attn:       Vice President Kai Lahdesmaki
                  Address:    Tykistokatu 6, FIN-20520 Turku, Finland
                  Fax:        + 358 2 274 8910
                  Email:      kai.lahdesmaki@biotie.com

                  With a copy to:

                  Hannes Snellman Attorneys at Law Ltd., Attn: Mr. Mikko
                  Heinonen, Esq., P.O. Box 8, FIN-20521 Turku, Finland, Fax +358
                  2 2130 630, Email: mikko.heinonen@hannnessnellman.fi

                  Notices to Somaxon shall be sent to:

                  Name:       Somaxon Pharmaceuticals, Inc.
                  Attn:       Kenneth Cohen, President and CEO
                  Address:    12750 High Bluff Drive, Suite 310
                              San Diego, CA 92130 USA
                  Fax:        + 1 (858) 509-1589
                  Email:      kcohen@somaxon.com

                  With a copy to:

                  Latham & Watkins LLP, Attn: Scott N. Wolfe, Esq., 12636 High
                  Bluff Drive, Suite 300, San Diego, CA 92130, Fax +1 (858)
                  523-5450; Email: scott.wolfe@lw.com.

                  Each Party may by written notice to the other Party change the
                  address to which any such communication shall be sent, and,
                  after notice of such change has been received, any
                  communication shall be sent to such Party at such changed
                  address.

<PAGE>

18.   ASSIGNMENT

                  Neither Party is allowed to assign any rights, benefits or
                  obligations under this License Agreement to any third parties
                  without the other Party's prior written consent thereto;
                  provided, however, that a Party may assign its rights and
                  obligations to (i) any Affiliate or (ii) the successor in
                  interest to its business or a purchaser of all or
                  substantially all of its assets relating to the Product;
                  provided further that such assignee assumes in writing the
                  obligations and duties of the Party under this License
                  Agreement, including, but not limited to, the minimum Budget
                  and Target Sales Calls and the Minimum Royalty. In the event
                  of any failure of any assignee to comply with the minimum
                  Budget and Target Sales Calls, BTT shall have the right to
                  elect to convert the license granted under Section 2 of this
                  License Agreement to non-exclusive by providing the notice
                  specified in Section 8 above. For the avoidance of doubt it is
                  agreed and understood that this License Agreement shall remain
                  valid and binding towards any and all legal successors of the
                  Parties.

19.   RELATIONSHIP OF PARTIES

                  Nothing in this License Agreement is intended or shall be
                  deemed to constitute a partnership, agency, employer -
                  employee or joint venture relationship between the Parties. No
                  Party shall incur any debts or make any commitments for the
                  other, except to the extent, if at all, specifically provided
                  herein.

20.   NO WAIVER

                  Failure by any Party at any time or times to require
                  performance of any provisions of this License Agreement shall
                  in no manner affect its right to enforce the same, and the
                  waiver by any Party of any breach of any provision of this
                  License Agreement shall not be construed to be a waiver by
                  such Party of any succeeding breach of such provision or
                  waiver by such Party of any breach of any other provision
                  hereof.

21.   COMPLIANCE WITH LAWS

                  Each Party shall comply with all laws, rules, regulations and
                  policies applicable to the conduct of its duties and
                  obligations under this License Agreement.

22.   SEVERABILITY OF CLAUSES

                  In case of one (1) or more of the provisions contained in this
                  License Agreement shall, for any reason, be held invalid,
                  illegal or unenforceable in any respect, such invalidity,
                  illegality or unenforceability shall not affect any other
                  provisions of this License Agreement, but this License
                  Agreement shall be construed by limiting such invalid, illegal
                  or unenforceable provision or, so that the invalid, illegal or
                  unenforceable provision is substituted by a valid, legal and
                  enforceable provision which as nearly as possible gives effect
                  to the Parties' intention expressed in this License Agreement.

<PAGE>

23.   AMENDMENTS

                  No amendment, modification or supplement of any provisions of
                  this License Agreement shall be valid or effective unless made
                  in writing and signed by a duly authorized representative of
                  each Party. By an instrument in writing, any Party may waive
                  compliance by the other Party with any term or provision of
                  this License Agreement that such other Party was or is
                  obligated to comply with or perform.

24.   ENTIRE AGREEMENT

                  This License Agreement constitutes the entire agreement
                  between the Parties regarding the subject matter hereof and
                  supersedes all written or oral prior agreements or
                  understandings.

                  The Appendices to this License Agreement are an integral part
                  hereof.

25.   GOVERNING LAW

                  This License Agreement is acknowledged to have been made and
                  shall be construed, governed, interpreted and applied in
                  accordance with the laws of England without giving effect to
                  its choice of law provisions.

26.   DISPUTE RESOLUTION

                  In the event of any controversy, claim or dispute arising out
                  of or relating to any provisions of this License Agreement,
                  the Parties shall try to settle those conflicts amicably
                  between themselves within thirty (30) days as of either
                  Party's written request for amicable settlement negotiations.
                  Should the Parties fail to settle, the matter in dispute shall
                  be finally and exclusively settled by binding arbitration in
                  accordance with Rules of the International Chamber of
                  Commerce. The arbitration shall be held in the English
                  language in London, England. In any such arbitration, Somaxon
                  shall select one (1) arbitrator and BTT shall select one (1)
                  arbitrator, who, in each case, shall be an experienced lawyer
                  or judge (or retired lawyer or judge) and fluent in English.
                  The arbitrators selected by the Parties shall select a third
                  arbitrator to act as Chairman. Judgment upon the award may be
                  entered in any Court having jurisdiction.

27.   SPECIFIC PERFORMANCE

                  The Parties agree that if any of the provisions of this
                  License Agreement were not performed in accordance with their
                  specific terms or were otherwise breached, irreparable damage
                  would occur, no adequate remedy at law would exist and damages
                  would be difficult to determine, and that the Parties shall be
                  entitled to specific performance of the terms hereof, in
                  addition to any other remedy at law or equity. Notwithstanding
                  Section 26 above, either Party may apply to any court having
                  jurisdiction over such dispute or controversy to seek interim
                  injunctive relief hereunder until the arbitration award is
                  rendered or the controversy is otherwise resolved. EACH OF THE
                  PARTIES HERETO

<PAGE>

                  HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE ENGLISH
                  COURTS FOR SUCH PURPOSE.

28.   EXPENSES

                  Each Party shall bear its own direct and indirect expenses
                  incurred in connection with the negotiation and preparation of
                  this License Agreement and, except as specifically set forth
                  herein, the performance of the obligations contemplated hereby
                  and thereby. If any action at law or in equity is necessary to
                  enforce or interpret the terms of this License Agreement, the
                  prevailing Party shall be entitled to reasonable attorneys'
                  fees, costs and necessary disbursements in addition to any
                  other relief to which such Party may be entitled.

29.   APPENDICES AND HEADINGS

                  Each Appendix to which reference is made in this License
                  Agreement and which is attached hereto shall be incorporated
                  in this License Agreement by such reference.

                  The headings and sub-headings of this License Agreement are
                  for convenience only and do not in any way limit or affect the
                  meaning or interpretation of the provisions of this License
                  Agreement.

30.   COUNTERPARTS OF THIS LICENSE AGREEMENT

                  This License Agreement has been executed in two (2) identical
                  counterparts, one (1) for BTT and one (1) for Somaxon.

                  IN WITNESS WHEREOF, the Parties hereto have duly executed this
                  License Agreement in Helsinki, Finland as of the day and year
                  first above written.

                  BioTie Therapies Corp.          Somaxon Pharmaceuticals, Inc.

                  /s/ Jari Saarinen               /s/ Kenneth Cohen
                  ---------------------           -----------------------
                  Name: Jari Saarinen             Name: Kenneth Cohen
                  Title: President and Chief      Title: President and Chief
                  Executive Officer               Executive Officer