EXHIBIT
10.4


Amendment
to the Supply Agreement


This AMENDMENT TO THE
SUPPLY AGREEMENT (EXTENDED RELEASE METFORMIN FORMULATIONS – U.S.A.) (the “Amendment”)
is made and entered into the 30th day of June 2007, by and between:


BIOVAIL
LABORATORIES INTERNATIONAL SRL


(hereinafter
referred to as “Biovail”)


— and –


DEPOMED,
INC.


(hereinafter
referred to as “Depomed”)


WHEREAS Biovail and
Depomed are parties (the “Parties”) to a Supply Agreement (Extended Release
Metformin Formulations – U.S.A.) (the “Agreement”) dated December 13, 2005; and


WHEREAS the Parties
desire to amend certain specific provisions of the Agreement in accordance with
the terms more fully herein set forth;


NOW, THEREFORE, in
consideration of the terms and conditions contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


1.         DEFINITIONS


Unless otherwise explicitly set forth herein, all capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
ascribed to them in the Agreement.


2.         AMENDMENTS TO THE
AGREEMENT


The Parties hereby agree to amend the Agreement, as follows:


(a)               The
following definition is added to the Agreement:


“1.14(a) “Launch” has the meaning set forth in section 18.1 of
this Agreement.”


(b)               Section 5.1 of the
Agreement is deleted and replaced with the following:


“No later than June 30, 2007, and within one hundred twenty (120) days
before the end of each calendar year thereafter, Depomed shall deliver to BLS a
non-binding forecast, by calendar month, of the quantities of 1000mg Product,
by SKU (including samples), that Depomed expects to order from BLS for
Marketing in the Territory, for the following eighteen (18) calendar months
(the “Planning Forecast”). No less than once per calendar year, the
Parties shall meet to review the then effective Planning Forecast of Depomed to
compare the yearly requirements of 1000mg Product which Depomed expects would
be necessary to fulfill the sales forecast provided in such Planning Forecast,
projecting the highest level of sales of the 1000mg Product in the Territory.


(c)               Section 18.1 of the
Agreement is deleted and replaced with the following:











“Provided that BLS is in compliance with its supply obligation hereunder,
Depomed shall cause the First Commercial Sale to occur within 180 days after
Regulatory Approval of the first 1000mg Product (the “Launch”).


(d)               Exhibit A to the
Agreement is deleted and replaced with the following:


EXHIBIT A


SPECIFICATIONS


“Extended release formulation of metformin hydrochloride in t   he form of a 1000mg tablet
manufactured using BLS’ AQ formulation technology, packaged in bottles of 7, 30
or 90 for distribution to the trade, tested in accordance with, and complying
with, the requirements of the NDA, and including an approved product outsert
containing approved product labeling.”


3.         GENERAL


(a)               Other
than as explicitly herein set forth, the Agreement shall remain in full force
and effect, unamended, and the Amendment shall remain subject to all unamended
terms and provisions of the Agreement.


(b)               Except
as set forth herein, in the event of any inconsistencies between the terms of
the Agreement and the terms of the Amendment, the provisions of the Amendment
will govern.


(c)               This
Amendment shall be governed by the laws of New York and the parties attorn to
the jurisdiction of the courts in New York to resolve any dispute.


IN WITNESS WHEREOF, the
parties to this Amendment hereby execute this Agreement as of the date first
written above.


	
  BIOVAIL LABORATORIES INTERNATIONAL SRL

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ Jean-Luc Marte

  	
   

  
	
   

  	
  Jean-Luc Marte

  	
   

  
	
   

  	
  VP Commercial
  Operations

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEPOMED, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ Matthew M. Gosling

  	
   

  
	
   

  	
  Matthew M. Gosling

  	
   

  
	
   

  	
  VP and General Counsel