**Exhibit 10.4**

**DEPOMED, INC.**

**1995 STOCK OPTIONPLAN**

**NOTICE OF EXERCISE**

ToDepomed, Inc. (the “Company”):

This constitutes noticeunder my stock option agreement, a copy of which is attached hereto (the “StockOption Agreement”), that I elect to purchase the number of shares of CompanyCommon Stock set forth below:
| Type of option (check one)                                                                                                                                                                            |   | Incentive  o |   | Nonstatutory  o |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|--------|---------------------------|--------|
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Grant date                                                                                                                                                                                            |   |                   |   |                      |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Exercise price                                                                                                                                                                                        |   | $                      |   |                      |   |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Number of shares  as to which option is exercised                                                                                                                                                     |   |                   |   |                      |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Total exercise  price                                                                                                                                                                                 |   | $                      |   |                      |   |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Cash payment  delivered herewith                                                                                                                                                                      |   | $                      |   |                      |   |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Value of                       previously owned shares of Company Common Stock delivered herewith |   | $                      |   |                      |   |   |
|                                                                                                                                                                                                  |   |                   |   |                      |   |
| Certificate to  be issued in name of                                                                                                                                                                  |   |                   |   |                      |   |

 

By this exercise, I agree(i) to provide such additional documents as you may require pursuant to theterms of the 1995 Stock Option Plan and my Stock Option Agreement, (ii) toprovide for the payment by me to you (in the manner designated by you) of yourwithholding obligation, if any, relating to the exercise of my option, and(iii) if this exercise relates to an incentive stock option, to notify you inwriting promptly after the date of any disposition of any of the shares ofCommon Stock issued upon exercise of my option that occurs within two yearsafter the grant date of my option or within one year after the exercise date.

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|        | Purchaser:    |   |
|--------|---------------|--------|
|   |          |
|   | (Print Name): |   |
|   |          |
|   | Tax I.D.:     |   |
|   |          |
|   | Date:         |   |
|        |               |        |  |  |  |

 

Purchaser’s spouse indicatesby the execution of this Notice of Exercise his or her consent to be bound bythe terms herein as to his or her interests, whether as community property orotherwise, if any, in the shares hereby purchased.
|        | Purchaser’s Spouse: |   |
|--------|--------------------------|--------|
|   |                     |   |
|   | (Print Name):            |   |
|   |                     |   |
|   | Date:                    |   |
|        |                          |        |  |  |  |

 

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