SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT

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Exhibit 10.9

SOMAXON PHARMACEUTICALS, INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "AGREEMENT") made and entered into as of April

14, 2005, between SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (the

"COMPANY"), and Dr. Philip Jochelson who resides at 12626 Intermezzo Way

("EXECUTIVE").

W I T N E S S E T H:

WHEREAS, the Company desires to employ Executive and Executive desires to

accept employment with Company upon the terms and conditions hereinafter set

forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants

hereinafter set forth, and intending to be legally bound hereby, it is hereby

agreed as follows:

1. Position and Duties. Executive shall diligently and

conscientiously devote Executive's full business time, attention, energy, skill

and diligent efforts to the business of the Company and the discharge of

Executive's duties hereunder. Executive's duties under this Agreement shall be

to serve as SENIOR VICE PRESIDENT AND CHIEF MEDICAL OFFICER, with the

responsibilities, rights, authority and duties customarily pertaining to such

office and as may be established from time to time by or under the direction of

the Board of Directors of the Company (the "BOARD") or its designees. Executive

shall report to the Board and the President and Chief Executive Officer of the

Company. Executive shall also act as an officer and/or director and/or manager

of such affiliates of the Company as may be designated by the Board from time to

time, commensurate with Executive's office, all without further compensation,

other than as provided in this Agreement. As an exempt, salaried employee,

Executive will be expected to work such hours as required by the nature of

Executive's work assignments.

2. Employment Term. Subject to the provisions contained in Paragraph

8, Executive's employment by the Company shall be for a term commencing on the

date hereof and expiring on the close of business on December 31, 2006 (the

"INITIAL TERM"); provided, however, the term of Executive's employment by the

Company shall continue for an indefinite period thereafter unless and until

either party shall give to the other 60 days advance written notice of

expiration of the term (the Initial Term and the period, if any, thereafter,

during which the Executive's employment shall continue are collectively referred

to as the "EMPLOYMENT TERM").

3. Place of Employment. Executive's performance of services under

this Agreement shall be rendered in San Diego County, California, subject to

necessary travel requirements of Executive's position and duties hereunder.

4. Compensation.

(a) Base Salary. The Company shall pay to Executive base

salary compensation at an annual rate of not less than $250,000. Following the

end of the Company's fiscal year 2005, and annually thereafter, the Board shall

review Executive's base salary in light of the performance of Executive and the

Company, and may, in its sole discretion, maintain or increase (but not

decrease) such base salary by an amount it determines to be appropriate.

Executive's annual base salary payable

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hereunder, as it may be maintained or increased from time to time, is referred

to herein as "BASE SALARY." Base Salary shall be paid in equal installments in

accordance with the Company's payroll practices in effect from time to time for

executive officers, but in no event less frequently than monthly.

(b) Bonus Plan. The Company shall adopt a bonus program

providing for annual bonus awards to Executive and the Company's other eligible

employees dependent upon, among other things, the achievement of certain

performance levels by the Company, the nature, magnitude and quality of the

services performed by Executive for the Company and the compensation paid for

positions of comparable responsibility and authority within the Company's

industry (the "COMPANY EMPLOYEE BONUS PLAN"). Executive shall receive a one-time

cash bonus payment of $75,000 payable on March 15, 2006, contingent upon

Executive's being employed, in good standing, with the Company as of that date.

Said one-time bonus shall be credited against any other bonus payable to

Executive for calendar year 2005 under any company employee bonus plan.

(c) Signing Bonus. Executive shall be eligible to receive a

one-time cash bonus payment of $50,000 payable within 10 days of the execution

of this Agreement.

(d) Option Grant. As additional consideration for the services

to be rendered by Executive under this Agreement, the Company will grant to

Executive stock options to purchase 325,000 shares of the Company's common

stock, subject to approval of the Board. The exercise price per share of such

options will be equal to the fair market value per share on the date the options

are granted. The stock options will vest over four years with 1/4 of the shares

subject to the stock options vesting on the first anniversary of the date the

stock options are granted, and the remainder vesting monthly at a rate of 1/48th

on the first day of each calendar month thereafter until all shares are vested.

The stock options will be granted under the Company's 2004 Equity Incentive

Award Plan (the "OPTION PLAN") and will be subject to the terms and conditions

applicable to stock options granted under that plan, as described in that plan

and the applicable stock option agreement.

5. Benefits. Executive shall be eligible to participate in all

employee benefit programs of the Company offered from time to time during the

Employment Term by the Company to employees or executive officers of Executive's

rank, to the extent that Executive qualifies under the eligibility provisions of

the applicable plan or plans, in each case consistent with the Company's

then-current practice as approved by the Board from time to time. Except to the

extent financially feasible for the Company, the foregoing shall not be

construed to require the Company to establish such plans or to prevent the

modification or termination of such plans once established, and no such action

or failure thereof shall affect this Agreement. Executive recognizes that the

Company has the right, in its sole discretion, to amend, modify or terminate its

benefit plans without creating any rights in Executive.

6. Vacation. Executive shall be entitled to paid vacation and sick

time ("PTO") of up to four weeks per calendar year, with such number of weeks

being pro-rated for the remainder of the 2005 calendar year. Executive may

roll-over unused PTO time from one calendar year to another, subject to a

maximum of six weeks of accrued PTO.

7. Business Expenses. The Company shall promptly reimburse Executive

for Executive's reasonable and necessary expenditures for travel, entertainment

and similar items made in furtherance of Executive's duties under this Agreement

consistent with the policies of the Company as applied to all executive

officers. Executive shall document and substantiate such expenditures as

required by the policies of the Company as applied to all executive officers,

including an itemized list of all expenses incurred, the business purposes for

which such expenses were incurred, and such receipts as Executive reasonably has

been able to obtain.

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8. Termination of Employment.

(a) Death or Disability.

(i) In the event of Executive's death during the

Employment Term, the Employment Term shall automatically terminate.

(ii) Each of the Company and Executive shall have the

right to terminate the Employment Term in the event of Executive's Disability.

"DISABILITY" as used in this Agreement shall have meaning set forth in Section

22(e)(3) of the Internal Revenue Code, which as of the date of this Agreement is

as follows: "An individual is permanently and totally disabled if he is unable

to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in

death or which has lasted or can be expected to last for a continuous period of

not less than 12 months." A termination of Executive's employment by either

party for Disability shall be communicated to the other party by written notice,

and shall be effective on the 10th day after receipt of such notice by the other

party (the "DISABILITY EFFECTIVE DATE"), unless Executive returns to full-time

performance of Executive's duties before the Disability Effective Date.

(b) By the Company. The Company shall have the right to

terminate the Employment Term for Cause. "CAUSE" as used in this Agreement shall

mean:

(i) Executive's breach of any of the covenants contained

in Paragraphs 9, 10, and 11 of this Agreement;

(ii) Executive's conviction by, or entry of a plea of

guilty or nolo contendere in, a court of competent and final jurisdiction for

any crime involving moral turpitude or punishable by imprisonment in the

jurisdiction involved;

(iii) Executive's commission of an act of fraud, whether

prior to or subsequent to the date hereof upon the Company;

(iv) Executive's continuing repeated willful failure or

refusal to perform Executive's duties as required by this Agreement (including,

without limitation, Executive's inability to perform Executive's duties

hereunder as a result of chronic alcoholism or drug addiction and/or as a result

of any failure to comply with any laws, rules or regulations of any governmental

entity with respect to Executive's employment by the Company);

(v) Executive's gross negligence, insubordination or

material violation of any duty of loyalty to the Company or any other material

misconduct on the part of Executive;

(vi) Executive's intentional commission of any act which

Executive knows (or reasonably should know) is likely to be materially

detrimental to the Company's business or goodwill; or

(vii) Executive's material breach of any other provision

of this Agreement, provided that termination of Executive's employment pursuant

to this subsection (vii) shall not constitute valid termination for good cause

unless Executive shall have first received written notice from the Board stating

with specificity the nature of such breach and affording Executive at least

twenty days to correct the breach alleged.

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Nothing in this Paragraph 8(b) shall prevent Executive from challenging the

Board's determination that Cause exists or that Executive has failed to cure any

act (or failure to act) that purportedly formed the basis for the Board's

determination, under the arbitration procedures set forth in Paragraph 20 below.

(c) By Executive.

(i) Executive shall have the right to terminate the

Employment Term for Good Reason (as defined below), upon 30 days' written notice

to the Board given within 60 days following the occurrence of an event

constituting Good Reason; provided that the Company shall have 20 days after the

date such notice has been given to the Board in which to cure the conduct

specified in such notice. Executive's continued employment during such 20-day

period shall not constitute Executive's consent to, or a waiver of rights with

respect to, any act or failure to act constituting Good Reason hereunder.

(ii) For purposes of this Agreement "GOOD REASON" shall

mean:

(1) a change in Executive's position or

responsibilities (including reporting responsibilities) that represents a

substantial reduction in the position or responsibilities as in effect

immediately prior thereto; the assignment to Executive of any duties or

responsibilities that are materially inconsistent with such position or

responsibilities; or any removal of Executive from or failure to reappoint or

reelect Executive to any of such positions, except in connection with the

termination of Executive's employment for Cause, as a result of his or her

Disability or death, or by Executive other than for Good Reason;

(2) a reduction in Executive's Base Salary other

than in connection with a general reduction in wages for all employees of the

Company and its parent and subsidiaries, if any;

(3) the Company requiring Executive (without

Executive's consent) to be based at any place outside a 50-mile radius of his or

her initial place of employment with the Company, except for reasonably required

travel on the Company's business;

(4) the Company's failure to provide Executive

with compensation and benefits substantially equivalent (in terms of benefit

levels and/or reward opportunities) to those provided for under each of the

Company's material employee benefit plan, program and practice as in effect from

time to time; or

(5) any material breach by the Company of its

obligations to Executive under this Agreement.

(iii) Subject to the notice period set forth in

Paragraph 2 above, Executive shall have the right to terminate his or her

employment hereunder without Good Reason by providing the Company with a written

notice of termination, and such termination shall not in and of itself be a

breach of this Agreement.

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(d) Termination Payments.

(i) If the Employment Term is terminated pursuant to

Paragraph 8(a)(i) (i.e., death), the Company shall pay to Executive (a) his or

her accrued but unpaid Base Salary through the date of termination (plus all

accrued and unpaid expenses reimbursable in accordance with Paragraph 7), (b)

any accrued but unused PTO, and (c) at the discretion of the Board, an annual

bonus for the year in which Executive's death occurs, prorated through the date

of death, based on the Board's good-faith estimate of the actual amount, if any,

that would have been payable for such year under the Company Employee Bonus Plan

(assuming Executive had remained employed by the Company through the end of such

year) in accordance with Paragraph 4(b).

(ii) If the Employment Term is terminated pursuant to

Paragraph 8(a)(ii) (i.e., Disability), the Company shall pay to Executive (a)

his or her accrued but unpaid Base Salary through the date of termination (plus

all accrued and unpaid expenses reimbursable in accordance with Paragraph 7),

(b) any accrued but unused PTO, (c) an amount equal to Executive's actual Base

Salary (not including any bonus payable) for the 6 month period immediately

prior to such termination, payable in 6 equal installments during the 6 month

period following such termination, and (d) at the discretion of the Board, an

annual bonus for the year in which Executive's Disability occurs, prorated

through the date of Disability, based on the Board's good-faith estimate of the

actual amount, if any, that would have been payable for such year under the

Company Employee Bonus Plan (assuming Executive had remained employed by the

Company through the end of such year) in accordance with Paragraph 4(b).

(iii) If the Employment Term is terminated by Executive

pursuant to Paragraph 8(c)(i) (i.e., Good Reason), or if the Company terminates

the Employment Term other than pursuant to Paragraphs 8(a) or 8(b), or if the

Company does not renew the Employment Term pursuant to Paragraph 2, then the

Company shall pay to Executive the following, which Executive acknowledges to be

fair and reasonable, as consideration for the Release described in Paragraph

8(f):

(a) Executive's accrued but unpaid Base