WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SOMAXON PHARMACEUTICALS, INC

Exhibit 4.1

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF

SOMAXON PHARMACEUTICALS, INC.

     This Warrant is issued to «Purchaser», or its registered assigns (including any successors or assigns, the “ Purchaser ”), pursuant to that certain Securities Purchase Agreement, dated as of July 2, 2009, between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), the Purchaser and certain other purchasers thereunder (the “ Purchase Agreement ”) and is subject to the terms and conditions of the Purchase Agreement.

     1. EXERCISE OF WARRANT.

          (a) Method of Exercise . Subject to the terms and conditions herein set forth, upon surrender of this Warrant at the principal office of the Company and upon payment of the Warrant Price (as defined below) by wire transfer to the Company or cashier’s check drawn on a United States bank made payable to the order of the Company, or upon exercise of the right to credit the Warrant Price against the fair market value of the Warrant Shares (as defined below) at

the time of exercise (the “ Net Exercise Right ”) pursuant to Section 1(b), the Purchaser is entitled to purchase from the Company, at any time after the date hereof and on or before 5:00 p.m. New York City time on July 8, 2016 (the “ Expiration Date ”) (subject to earlier termination of this Warrant as set forth herein), up to «Number_of_Shares» fully paid nonassessable shares (as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock (as defined below) of the Company (the “ Warrant Shares ”), at a purchase price of $1.155 per share (the “ Warrant Price ”).

          (b) Net Exercise Right . If the Company shall receive written notice from the Purchaser at the time of exercise of this Warrant that the holder elects to exercise the Net Exercise Right, the Company shall deliver to such holder (without payment by the holder of any exercise price in cash) that number of fully paid and nonassessable shares of Common Stock, par value $0.0001 per share, of the Company (“ Common Stock ”) equal to the quotient obtained by dividing (i) the value of this Warrant (or the specified portion thereof) on the date of exercise, which value shall be determined by subtracting (A) the aggregate Warrant Price of the Warrant Shares (or the specified portion thereof) immediately prior to the exercise of this Warrant from (B) the Aggregate Fair Market Value (as defined below) of the Warrant Shares (or the specified portion thereof) issuable upon exercise of this Warrant (or specified portion thereof) on the date of exercise by (ii) the Fair Market Value (as defined below) of one share of Common Stock. The “ Fair Market Value ” of a share of Common Stock shall mean the average of the last reported sale price and, if there are no sales, the last reported bid price, of the Common Stock for the five Trading Days immediately prior to (but not including) the date of exercise as reported by the NASDAQ Capital Market or such other principal exchange or quotation system on which the Common Stock is then traded or, if the Common Stock is not publicly traded, the price determined in good faith by the Company’s Board of Directors. The “ Aggregate Fair Market Value ” of the Warrant Shares shall be determined by multiplying the number of Warrant Shares by the Fair Market Value of one Warrant Share. For purposes of this Warrant, “ Trading Day ” shall mean any day on which the Common Stock is traded on the NASDAQ Capital Market, or, if the NASDAQ Capital Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded.

     2. CERTAIN ADJUSTMENTS.

          (a) Mergers or Consolidations . If at any time after the date hereof there shall be, in one or more related transactions, a capital reorganization (other than a combination or subdivision of Warrant Shares otherwise provided for herein) (a “ Reorganization ”), or (i) a merger or consolidation of the Company with another corporation (other than a merger effected exclusively for the purpose of changing the domicile of the Company) if the holders of the voting power immediately prior to such consolidation or merger shall hold or have rights to direct the voting of less than 50% of the voting securities of such other surviving person immediately following such transaction, (ii) the sale, assignment, transfer, conveyance, exclusive license or other disposal of all or substantially all of the assets of the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting securities of the Company or (iv) a “person” or “group” (as terms are used for purposes of Section 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a majority of the aggregate voting power

represented by issued and outstanding Common Stock (any of the foregoing, directly or indirectly, in one or more related transactions “ Merger ”), then, as a part of such Reorganization or Merger, lawful provision shall be made so that the Purchaser shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Price (unless the Purchaser has elected the Net Exercise Right), the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such Reorganization or Merger, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled pursuant to such Reorganization or Merger if this Warrant had been exercised immediately before such Reorganization or Merger. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made to the provisions of this Warrant with respect to the rights and interests of the Purchaser after the Reorganization or Merger to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The above provisions of this paragraph shall similarly apply to successive Reorganizations and Mergers, if any. The Company shall not enter into any Reorganization or Merger unless the successor corporation assumes this Warrant in accordance with the provisions of this Section 2.

          (b) Splits and Subdivisions; Stock Dividends . In the event the Company should at any time, or from time to time, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of the holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “ Common Stock Equivalents ”) without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the per share Warrant Price shall be appropriately decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares.

          (c) Combination of Shares . If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Warrant Price shall be appropriately increased and the number of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

          (d) Adjustments for Other Distributions . In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets or options or rights not referred to in Section 2(b), then, in each such case for the purpose of this Section 2(d), upon exercise of this Warrant the holder hereof shall be entitled to a proportionate share of any such distribution as though such holder was the holder of the number of shares of Common Stock into which this Warrant may be exercised as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.

     3. NO FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the Fair Market Value of one Warrant Share.

     4. NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Purchaser shall not have nor exercise any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings or the right to receive any notice or other communication concerning the business and affairs of the Company), except as provided in Section 11 below. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Purchaser to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

     5. RESERVATION OF STOCK. The Company covenants t