13D Filing: Starboard Value LP and Depomed Inc (DEPO)

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended
to add the following:

Each of Starboard V&O
Fund, Starboard S LLC and Starboard C LP sold exchange-listed American-style call options on the dates referenced in Schedule A
referencing an aggregate of 1,267,500 Shares, 149,500 Shares and 83,000 Shares, respectively, which have an exercise price of $8.00
per Share and expire on April 20, 2018.

Starboard Value LP
through the Starboard Value LP Account sold in the over the counter market American-style call options on the date referenced in
Schedule A referencing an aggregate of 143,500 Shares, which have an exercise price of $8.00 per Share and expire on April 20,
2018.

As previously disclosed,
Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase
of an aggregate of 194,730 Shares (the “Forward Contracts”). The Forward Contracts have a final valuation date of May
11, 2018, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to Morgan Stanley of such
intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide
for physical settlement. Until the settlement date, the Forward Contracts do not give the Reporting Persons voting and dispositive
control over the Shares to which such contracts relate.