On May 11, 2012, Somaxon Pharmaceuticals, Inc. ("Somaxon") and The Proctor & Gamble Distributing Company LLC ("P&G") entered into a letter agreement amendment to the Co-Promotion Agreement dated August 24, 2010, as amended, between the parties (the "Agreement"), pursuant to which Somaxon and P&G agreed that the fees payable by Somaxon to P&G under the Agreement relating to services provided by P&G in the fourth quarter of 2011, which fees amount to $1,664,876 (the "Fees"), will be paid as follows: $750,000 will be paid by May 18, 2012, and the remainder will be paid through a royalty on net sales of Silenor in the U.S. The royalty will be 3% of such net sales from April 1, 2012 through December 31, 2012, and 6% of such net sales thereafter. Such royalty will continue until the Fees have been paid to P&G in full, subject to acceleration under certain circumstances as set forth in the letter agreement. Such royalty is in addition to the royalty currently payable to P&G by Somaxon relating to net sales of Silenor, which continues through December 31, 2012. The letter agreement specifies that each of such royalties will be paid to P&G by Somaxon on a monthly basis.

A complete copy of the letter agreement amendment with P&G is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the terms of the letter agreement is qualified in its entirety by reference to such exhibit.

(c) Exhibits.

Exhibit
Number       Description of Exhibit

10.1         Letter agreement dated May 11, 2012, between Somaxon Pharmaceuticals,
             Inc. and The Procter & Gamble Distributing Company LLC.