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

As previously disclosed,
Starboard Value LP through the Starboard Value LP Account sold in the over the counter market American-style call options 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.