AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          SOMAXON PHARMACEUTICALS, INC.
 
      Somaxon Pharmaceuticals, Inc. (the "CORPORATION"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
 
      1. The name of the Corporation is Somaxon Pharmaceuticals, Inc. The
Corporation's original Certificate of Incorporation was filed on August 14,
2003.
 
      2. That by action taken by meeting of the Board of Directors on November
29, 2005, resolutions were duly adopted setting forth a proposed amendment and
restatement of the Certificate of Incorporation of the Corporation, declaring
said amendment and restatement to be advisable and directing its officers to
submit said amendment and restatement to the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment and
restatement is as follows:
 
      "THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows, subject to the
required consent of the stockholders of the Corporation:
 
      FIRST: The name of the Corporation (hereinafter the "CORPORATION") is
Somaxon Pharmaceuticals, Inc.
 
      SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle, Delaware 19801; and the
name of the Registered Agent of the Corporation at such address is Corporation
Trust Center.
 
      THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware (the
"DGCL").
 
      FOURTH: The Corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock, par value $0.0001 per share ("COMMON
STOCK") and Preferred Stock, par value $0.0001 per share ("PREFERRED STOCK").
The total number of shares the Corporation shall have the authority to issue is
One Hundred Ten Million (110,000,000) shares, One Hundred Million (100,000,000)
shares of which shall be Common Stock and Ten Million (10,000,000) shares of
which shall be Preferred Stock.
 
            (1) Common Stock. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock or any series. The holders
of the Common Stock are entitled to one vote
 
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<PAGE>
 
for each share held at all meetings of stockholders. There shall be no
cumulative voting. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of the Corporation will
be entitled to receive ratably all assets of the Corporation available for
distribution to stockholders, subject to any preferential rights of any then
outstanding Preferred Stock.
 
            (2) Preferred Stock. Shares of Preferred Stock may be issued from
time to time in one or more series, each of such series to have such terms as
stated in the resolution or resolutions providing for the establishment of such
series adopted by the Board of Directors of the Corporation as hereinafter
provided. Authority is hereby expressly granted to the Board of Directors of the
Corporation to issue, from time to time, shares of Preferred Stock in one or
more series, and, in connection with the establishment of any such series by
resolution or resolutions, to determine and fix such voting powers, full or
limited, or no voting powers, and such other powers, designations, preferences
and relative, participating, optional, and other special rights, and the
qualifications, limitations, and restrictions thereof, if any, including,
without limitation, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated in such resolution or
resolutions, all to the fullest extent permitted by the DGCL. Without limiting
the generality of the foregoing, the resolution or resolutions providing for the
establishment of any series of Preferred Stock may, to the extent permitted by
law, provide that such series shall be superior to, rank equally with or be
junior to the Preferred Stock of any other series. The powers, preferences and
relative, participating, optional and other special rights of each series of
Preferred Stock, and the qualifications, limitations or restrictions thereof, if
any, may be different from those of any and all other series at any time
outstanding. Except as otherwise expressly provided in the resolution or
resolutions providing for the establishment of any series of Preferred Stock, no
vote of the holders of shares of Preferred Stock or Common Stock shall be a
prerequisite to the issuance of any shares of any series of the Preferred Stock
authorized by and complying with the conditions of this Certificate of
Incorporation.
 
      FIFTH: (1) The business and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors having that number of directors
set out in the Bylaws of the Corporation as adopted or as set forth from time to
time by a duly adopted amendment thereto by the Board of Directors or
stockholders of the Corporation.
 
            (2) No director (other than directors elected by one or more series
of Preferred Stock) may be removed from office by the stockholders except for
cause and, in addition to any other vote required by law, upon the affirmative
vote of not less than 66 2/3% of the total voting power of all outstanding
securities of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class.
 
            (3) The directors of the Corporation, other than directors elected
by one or more series of Preferred Stock, shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors (other than
directors elected by one or more series of Preferred
 
                                       2
<PAGE>
 
Stock) constituting the entire Board of Directors. Each director (other than
directors elected by one or more series of Preferred Stock) shall serve for a
term ending on the date of the third annual meeting of stockholders next
following the annual meeting at which such director was elected, provided that
directors initially designated as Class I directors shall serve for a term
ending on the date of the 2006 annual meeting, directors initially designated as
Class II directors shall serve for a term ending on the date of the 2007 annual
meeting, and directors initially designated as Class III directors shall serve
for a term ending on the date of the 2008 annual meeting. Notwithstanding the
foregoing, each director shall hold office until such director's successor shall
have been duly elected and qualified or until such director's earlier death,
resignation or removal. If the number of directors (other than directors elected
by one or more series of Preferred Stock) is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible, but in no event will a decrease in
the number of directors shorten the term of any incumbent director. Vacancies on
the Board of Directors resulting from death, resignation, removal or otherwise
and newly created directorships resulting from any increase in the number of
directors (other than directors elected by one or more series of Preferred
Stock) may be filled solely by a vote of a majority of the directors then in
office (although less than a quorum) or by a sole remaining director, and each
director so elected shall hold office for a term that shall coincide with the
remaining term of the class to which such director shall have been elected.
Whenever the holders of one or more classes or series of Preferred Stock shall
have the right, voting separately as a class or series, to elect directors, the
nomination, election, term of office, filling of vacancies, removal and other
features of such directorships shall not be governed by this Article FIFTH
unless otherwise provided for in the certificate of designation for such classes
or series.
 
      SIXTH: The Corporation is to have perpetual existence.
 
      SEVENTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation and for the further
definition of the powers of the Corporation and its directors and stockholders:
 
            (1) The Board of Directors is expressly authorized to make, adopt,
amend, alter, rescind or repeal the Bylaws of the Corporation. Notwithstanding
the foregoing, the stockholders may adopt, amend, alter, rescind or repeal the
Bylaws with, in addition to any other vote required by law, the affirmative vote
of the holders of not less than 66 2/3% of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.
 
            (2) Elections of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.
 
            (3) Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken only upon the vote of stockholders
at an annual or special meeting duly noticed and called in accordance with the
DGCL, and may not be taken by written consent of stockholders without a meeting.
 
                                       3
<PAGE>
 
            (4) Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board of
Directors or the President or at the written request of a majority of the
members of the Board of Directors and may not be called by any other person;
provided, however, that if and to the extent that any special meeting of
stockholders may be called by any other person or persons specified in any
provisions of the Certificate of Incorporation or any amendment thereto or any
certificate filed under Section 151(g) of the DGCL, then such special meeting
may also be called by the person or persons, in the manner, at the times and for
the purposes so specified.
 
      EIGHTH: (a) Subject to Article EIGHTH (c), the Corporation shall indemnify
and hold harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he or she is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
 
            (b) Subject to Article EIGHTH (c), the Corporation shall indemnify
and hold harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.
 
            (c) Any indemnification under this Article EIGHTH (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a
 
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<PAGE>
 
determination that indemnification of the director or officer or other person
entitled to indemnification under this Article EIGHTH is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Article EIGHTH (a) or Article EIGHTH (b), as the case may be. Such
determination shall be made, with respect to an officer or director, (i) by the
Board of Directors by a majority vote of directors who were not parties to such
action, suit or proceeding, even though less than a quorum, (ii) by a committee
of directors who were not parties to such action, suit or proceeding even though
less than a quorum, (iii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iv) by the
stockholders. To the extent, however, that a present or former director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Article EIGHTH (a) or
Article EIGHTH (b), or in defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith, without the
necessity of authorization in the specific case.
 
            (d) Notwithstanding any contrary determination in the specific case
under Article EIGHTH (c), and notwithstanding the absence of any determination
thereunder, any present or former director or officer of the Corporation may
apply to the Court of Chancery of the State of Delaware for indemnification to
the extent otherwise permissible under Article EIGHTH (a) and Article EIGHTH
(b). The basis of such indemnification by a court shall be a determination by
such court that indemnification of such person is proper in the circumstances
because he or she has met the applicable standards of conduct set forth in
Article EIGHTH (a) or Article EIGHTH (b), as the case may be. Neither a contrary
determination in the specific case under Article EIGHTH (c) nor the absence of
any determination thereunder shall be a defense to such application or create a
presumption that such person seeking indemnification has not met any applicable
standard of conduct. Notice of any application for indemnification pursuant to
this Article EIGHTH (d) shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, such person
seeking indemnification in the Court of Chancery of the State of Delaware shall
also be entitled to be paid the expense of prosecuting such application.
 
            (e) Expenses incurred by a person who is or was a director or
officer of the Corporation in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article EIGHTH.
 
            (f) The indemnification and advancement of expenses provided by or
granted pursuant to this Article EIGHTH shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Article EIGHTH (a) and Article EIGHTH (b) shall be made to
the fullest extent permitted by
 
                                       5
<PAGE>
 
law. The provisions of this Article EIGHTH shall not be deemed to preclude the
indemnification of any person who is not specified in Article EIGHTH (a) or
Article EIGHTH (b) but whom the Corporation has the power or obligation to
indemnify under the provisions of the DGCL, or otherwise.
 
            (g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power or the
obligation to indemnify him or her against such liability under the provisions
of this Article EIGHTH or Section 145 of the DGCL.
 
            (h) For purposes of this Article EIGHTH, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors or officers, so that
any person who is or was a director or officer of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall stand in the
same position under the provisions of this Article EIGHTH with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article EIGHTH, references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such person with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article EIGHTH. For
purposes of any determination under Article EIGHTH (c), a person shall be deemed
to have acted in good faith in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his or
her conduct was unlawful, if his or her action is based on the records or books
of account of the Corporation or another enterprise, or on information supplied
to him or her by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Article EIGHTH (h) shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of which such person
is or was serving at the request of the Corporation as a director, officer,
employee or agent. The provisions of this Article EIGHTH (h) shall not be deemed
to be exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct set forth in Article
EIGHTH (a) or (b), as the case may be.
 
                                       6
<PAGE>
 
            (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article EIGHTH shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
            (j) Notwithstanding anything contained in this Article EIGHTH to the
contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by Article EIGHTH (d)), the Corporation shall not be obligated
to indemnify any person in connection with a proceeding (or part, thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the Corporation.
 
            (k) The Corporation may, to the extent authorized from time to time
by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article EIGHTH to directors and officers of the
Corporation.
 
      NINTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this Article shall not eliminate or limit the
liability of a director (i) for any breach of his or her duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the DGCL, or (iv) for any transaction from which the
director derives an improper personal benefit.
 
            If the DGCL is hereafter amended to authorize corporate action
further limiting or eliminating the personal liability of directors, then the
liability of the director to the Corporation shall be limited or eliminated to
the fullest extent permitted by the DGCL, as so amended from time to time. Any
amendment, repeal or modification of this Article shall be prospective only, and
shall not adversely affect any right or protection of a director of the
Corporation under this Article NINTH in respect of any act or omission occurring
prior to the time of such amendment, repeal or modification.
 
      TENTH: Each reference in this Certificate of Incorporation to any
provision of the DGCL refers to the specified provision of the DGCL, as the same
now exists or as it may hereafter be amended or superseded.
 
      ELEVENTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by the
laws of the State of Delaware; and all rights conferred on stockholders,
directors or any other persons herein are granted subject to this reservation;
provided, however, that no amendment, alteration, change or repeal may be made
to Article FIFTH, SEVENTH, EIGHTH, NINTH or ELEVENTH without the affirmative
vote of the holders of at least 66 2/3% of the outstanding voting stock of the
corporation, voting together as a single class."
 
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<PAGE>
 
      3. That said Amended and Restated Certificate of Incorporation has been
consented to and authorized by the holders of a majority of the issued and
outstanding stock entitled to vote in accordance with the provisions of Section
228 of the DGCL.
 
      4. That said Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the applicable provisions of Sections 242 and 245 of
the DGCL.
 
      IN WITNESS WHEREOF, Somaxon Pharmaceuticals, Inc. has caused this
Certificate of Incorporation to be signed by Kenneth Cohen, its President and
Chief Executive Officer and Meg McGilley, its Secretary, this __ day of
_________, 2005.
 
                            SOMAXON PHARMACEUTICALS, INC.,
                            a Delaware corporation
 
                            By:
                                  ____________________________________________
                                  Name:  Kenneth M. Cohen
                                  Title: President and Chief Executive Officer
 
Attest:
 
______________________
Name:  Meg M. McGilley
Title: Secretary
 
                                       8

 

 

 

 

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         SOMAXON PHARMACEUTICALS, INC.,
                             a Delaware corporation
 
      Somaxon Pharmaceuticals, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "CORPORATION"), hereby certifies as
follows:
 
      1. That the Board of Directors of said Corporation duly adopted a
resolution proposing and declaring advisable the following amendment of the
Restated Certificate of Incorporation (the "CERTIFICATE") of said Corporation.
The resolution setting forth the proposed amendment is as follows:
 
      RESOLVED, that the Certificate be amended by adding the following
paragraphs after the third paragraph of Article IV, prior to Section (1) of
Article IV:
 
            "Effective upon the filing of this Certificate of Amendment with the
Secretary of State of the State of Delaware, a 1-for-6 reverse stock split for
each share of Common Stock outstanding or held in treasury immediately prior to
such time shall automatically and without any action of the part of the holders
thereof occur (the "REVERSE STOCK SPLIT"). The par value of the Common Stock
shall remain $0.0001 per share. This conversion shall apply to all shares of
Common Stock. No fractional shares of Common Stock shall be issued upon the
Reverse Stock Split or otherwise. In lieu of any fractional shares of Common
Stock to which the stockholder would otherwise be entitled upon the Reverse
Stock Split, the Corporation shall pay cash equal to such fraction multiplied by
the then fair market value of the Common Stock as determined by the Board of
Directors of the Corporation.
 
            All certificates representing shares of Common Stock outstanding
immediately prior to the filing of this Certificate of Amendment shall
immediately after the filing of this Certificate of Amendment represent instead
the number of shares of Common Stock as provided above. Notwithstanding the
foregoing, any holder of Common Stock may (but shall not be required to)
surrender his, her or its stock certificate or certificates to the Corporation,
and upon such surrender the Corporation will issue a certificate for the correct
number of shares of Common Stock to which the holder is entitled under the
provisions of this Certificate of Amendment. Shares of Common Stock that were
outstanding prior to the filing of this Certificate of Amendment, and that are
not outstanding after and as a result of the filing of this Certificate of
Amendment, shall resume the status of authorized but unissued shares of Common
Stock."
 
      2. That thereafter, pursuant to resolution of the Board of Directors and
in lieu of a meeting of stockholders, the stockholders gave their approval of
said amendment by written consent in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
 
<PAGE>
 
      3. That the aforesaid amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
 
      4. That said amendment shall be executed, filed and recorded in accordance
with Section 103 of the General Corporation Law of the State of Delaware.
 
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<PAGE>
 
      IN WITNESS WHEREOF, Somaxon Pharmaceuticals, Inc. has caused this
Certificate of Amendment to be signed by an authorized officer thereof, this
9th day of December, 2005.
 
                                       Somaxon Pharmaceuticals, Inc.
 
                                       /s/ Kenneth M. Cohen
                                       -------------------------------------
                                       Kenneth M. Cohen
                                       President and Chief Executive Officer