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Depomed: Soliciting Material Under §240.14A-12 DEPOMED, INC.

The following excerpt is from the company's SEC filing.

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Transformation Complete: A Specialty Pharmaceutical Leader Focused in Pain and Neurology November 2015

Forward-Looking Statements The statements that are not historical facts contained in this presentation are forward-looking statements that involve risks and uncertainties including, but not limited to, those related to Depomeds acquisitions of the NUCYNTA® franchise in the United States and cebranopadol in the United states and Canada, Depomeds post-acquisition strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, our plans, prospects and strategy related to Gralise®, CAMBIA®, Lazanda® and Zipsor ®, and other statements that are not historical facts. These forward-looking statements are based on Depomeds current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks associated with product acquisition transactions, such as the risk that the acquired products will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to Depomeds future opportunities and plans, including uncertainty of Depomeds expected financial performance following completion of the transaction; disruption from the transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if Depomed does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Depomeds shares could decline, as well as other risks related to Depomed's business detailed from time-to-time under the caption "Risk Factors" and elsewhere in Depomed's SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2014 and its most recent Quarterly Report on Form 10-Q. Depomed undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations except as may be required by law. 2 November 2015

November 2015 Depomed A Force in Pain and Neurology, in a Period of Accelerated Growth Strong Product Portfolio Marketing six branded, differentiated products in pain and neurology with lengthy exclusivity (1) Track Record of Accelerated Growth Organic growth - success increasing product sales, scripts and market share Acquisition growth 5 acquired products in 3 years Exceptional Financial Performance 132% sales CAGR since 2012 Gross margin 80%+, cash flow generation of $52M in 3Q 2015 alone Billion-dollar Blockbuster Opportunity (2) Re-launch of NUCYNTA with improved promotion, positioning, pricing and proper dosing Expected blockbuster with >$1 Billion in annual sales before patent expiry (2) Proven Business Model Acquire, Integrate, Grow and Repeat Aggressively pursuing assets with lengthy exclusivity and potential for meaningful sales growth Among best in the industry in defending IP Exclusivity with respect to specific drugs may not necessarily assure sustained or increased revenue growth given the risk associated with competition from generic and non-generic products with similar treatment There can be no assurance that the anticipated results will be achieved 3

Reworked Santarus deal and tripled net revenue 29% revenue growth Q3 2015 over Q3 2014 Acquired Q4 2013; relaunched Q1 2014; 21% revenue growth Q3 2015 over Q3 2014 Q3 2011 Q4 2011 Q4 2013 TYPE 2 DIABETES DEAL Non-strategic milestones & royalties sold for $240 million Q4 2013 Relaunch Q4 2013 following acquisition; 139% revenue growth Q3 2015 over Q3 2014 Q3 2013 $73 million net sales since acquisition Q2 2012 Depomeds Track Record of Successful Deals Builds Value Acquired April 2015; relaunched June 2015; $65M sales Q3 2015 Q2 2015 4 November 2015 Q4 2015 Acquired November 2015 Cebranopadol

Depomeds Acquire, Integrate, Grow Business Model Driving An Accelerated Growth Cycle 5 November 2015 ACQUIRE Pain and neurology products with lengthy exclusivity and peak sales ahead INTEGRATE Speed and efficiency from playbook based on past success with same team GROW Repositioning and marketing strategy drives unit demand and sales Evaluated More than 80 Acquisition Targets in 2015

November 2015 Cebranopadol Late-Stage, Novel, First-in-Class Potent Analgesic Novel, First-In-Class Asset Builds on Depomeds leading position in pain and neurology Unique dual mechanism-of-action that incorporates novel pharmacology: nociceptin (NOP) receptor agonist activity Treatment of moderate to severe chronic nociceptive and neuropathic pain No other high potency NOP agonists marketed or in development Phase III-Ready Phase II trials completed in painful diabetic peripheral neuropathy, osteoarthritis and chronic lower back pain ~2,000 patients to date End-of-Phase II meeting with FDA in 2016 Anticipate initiation of Phase III in 2017 Creative Acquisition Settlement agreement with Endo resolving ongoing patent litigation Provides limited covenant not to sue under certain Acuform® patents Upfront cash of $25 million Lengthy Patent Exclusivity Patent protection through at least 2032; Potential patent term extension to 2037 (1) 6 Unique Molecule May Provide Opioid-Like Efficacy with Lower Side Effect and Abuse...


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