On September 12, 2012, Somaxon Pharmaceuticals, Inc. ("Somaxon") and Patheon Pharmaceuticals Inc. ("Patheon") entered into an amendment to the Manufacturing Services Agreement (the "Agreement") dated February 1, 2006, as amended, between the parties (the "Amendment"). Pursuant to the Amendment, Somaxon will no longer be required to purchase any minimum amount of its requirements of Silenor commercial bulk products from Patheon, effective as of July 31, 2013. The Amendment also adjusts certain limitations of liability originally contained in the Agreement.

A complete copy of the Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the terms of the Amendment is qualified in its entirety by reference to such exhibit.

(c) Exhibits.

Exhibit
Number       Description of Exhibit

10.1         Amendment No. 3 to Manufacturing Services Agreement dated September
             12, 2012, between Somaxon Pharmaceuticals, Inc. and Patheon
             Pharmaceuticals Inc.