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                                                                    EXHIBIT 10.3


                                  DEPOMED, INC.

                                 CLASS B WARRANT

NO. W-B-00-______                                                   _____ SHARES

         This certifies that, for value received, _________________________ or
registered assigns (the "holder"), upon due exercise of this Warrant, is
entitled to purchase from DepoMed, Inc., a California corporation (the
"Company"), at any time on or after November __, 2000 (the "Initial Exercise
Date"), and before the close of business on November __, 2004, or if not a
business day in San Francisco, California and New York City, New York (a
"Business Day"), the next following Business Day (the "Expiration Date"), all or
any part of _______ fully paid and nonassessable Shares (the "Warrant Shares")
of the Common Stock, no par value, of the Company ("Common Stock"), at a
purchase price of $5.50 per share (the "Purchase Price"), both the Purchase
Price and the number of Warrant Shares issuable upon exercise of this Warrant
being subject to possible adjustment as provided below.

         This Warrant is hereinafter called the "Warrant." The holder hereof and
all subsequent holders of this Warrant shall be entitled to all rights and
benefits provided to the holder or holders hereof pursuant to the terms of this
Warrant.

SECTION 1.    EXERCISE OF WARRANT.

(a)      The holder of this Warrant may, at any time on or after the Initial
Exercise Date and on or before the Expiration Date, exercise this Warrant in
whole at any time or in part (but not less than 1,000 Warrant Shares) from time
to time for the purchase of the Warrant Shares or other securities which such
holder is then entitled to purchase hereunder ("Warrant Securities") at the
Purchase Price (as hereinafter defined). In order to exercise this Warrant in
whole or in part, the holder hereof shall deliver to the Company (i) a written
notice of such holder's election to exercise this Warrant, which notice shall
specify the number of Warrant Shares to be purchased, (ii) payment of the
aggregate purchase price of the Warrant Shares being purchased by certified or
bank cashier's check, and (iii) this Warrant, provided that, if such Warrant
Shares or other Warrant Securities have not then been registered under the
Securities Act or applicable state securities laws, the Company may require that
such holder furnish to the Company a written statement that such holder is
purchasing such Warrant Shares or other Warrant Securities for such holder's own
account for investment and not with a view to the distribution thereof, that
none of such shares will be offered or sold in violation of the provisions of
the Securities Act and applicable state securities laws and as to such other
matters relating to the holder as the Company may reasonably request to permit
the issuance of such Warrant Shares or other Warrant Securities without
registration under the Securities Act and applicable state securities laws. Upon
receipt thereof, the Company


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shall, as promptly as practicable, execute or cause to be executed and deliver
to such holder a certificate or certificates representing the aggregate number
of Warrant Shares (or if applicable, other Warrant Securities) specified in said
notice. The stock certificate or certificates so delivered shall be in the
denomination of 100 shares each or such other denominations as may be specified
in said notice and shall be registered in the name of such holder or such other
name as shall be designated in said notice.

         No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any fraction
of a share which would otherwise be issuable in an amount equal to the same
fraction of the fair market value per share of the Warrant Shares on the day of
exercise, as reasonably determined by the Company consistent with the
determination of "Current Price" below. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such holder a new Warrant evidencing the
rights of such holder to purchase the remaining Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with
this Warrant, or, at the request of such holder, appropriate notation may be
made on this Warrant and same returned to such holder. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
execution and delivery of share certificates under this Section, except that, if
such share certificates are requested to be registered in a name or names other
than the name of the holder of this Warrant, funds sufficient to pay all stock
transfer taxes which shall be payable upon the execution and delivery of such
share certificates shall be paid by the holder hereof at the time of delivering
the notice of exercise mentioned above.

         The Company represents, warrants and agrees that it shall at all times
prior to the exercise of this Warrant reserve sufficient shares of Common Stock
for issuance upon the exercise hereof, and all Warrant Shares issuable upon any
exercise of this Warrant in accordance herewith shall be validly authorized and
issued, fully paid and nonassessable.

         This Warrant shall not entitle the holder hereof to any of the rights
of a stockholder of the Company prior to exercise in the manner herein provided.

(b)      This Warrant may be redeemed at the option of the Company, at a
redemption price of $0.10 per share of Common Stock subject to the Warrant, at
any time provided that the closing sale price for the Common Stock, as reported
by the American Stock Exchange ("AMEX"), or other similar organization if AMEX
is no longer reporting such information, shall have equaled or exceeded 200% of
the then Warrant exercise price per share for any 20 trading days in any 30 day
trading period (a "Qualifying Date"). Notice of redemption (the "Notice of
Redemption") shall be given to holders not later than 10 days after any
Qualifying Date. Holders shall be given the Notice of Redemption no less than 30
days before the date fixed for redemption of the Warrant. On and after the date
fixed for redemption, the Holder shall have no rights with respect to the
Warrants except

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to receive the $0.10 per share of Common Stock subject to the Warrant upon
surrender of this Warrant.

SECTION 2.    TRANSFER, DIVISION AND COMBINATION.

         The Company shall keep at its principal executive office a register for
the registration of, and registration of transfers of, the Warrants. The name
and address of each holder of one or more Warrants, each transfer thereof and
the name and address of each transferee of one or more Warrants shall be
registered in such register. Prior to due presentment for registration of
transfer, the person in whose name any Warrants shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes hereof, and
the Company shall not be affected by any notice or knowledge to the contrary.
The Company shall give to any holder of a Warrant promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Warrants.

         Subject to the provisions of Section 3, upon surrender of any Warrant
at the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Warrant or his attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Warrant or
part thereof), the Company shall execute and deliver, at the Company's expense,
one or more new Warrants (as requested by the holder thereof) in exchange
therefor, exercisable for an aggregate number of Warrant Shares equal to the
number of shares for which the surrendered Warrant is exercisable and issued to
such person or persons as such holder may request, which Warrant or Warrants
shall in all other respects be identical with this Warrant.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any
Warrant, and (a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Warrant is,
or is a nominee for, an original holder, such person's own unsecured agreement
of indemnity shall be deemed to be satisfactory), or (b) in the case of
mutilation, upon surrender and cancellation thereof, the Company at its own
expense shall execute and deliver, in lieu thereof, a new Warrant identical in
all respects to such lost, stolen, destroyed or mutilated Warrant.

SECTION 3.    COMPLIANCE WITH SECURITIES ACT; RESTRICTIONS ON TRANSFER AND SALE.

(a)      Each certificate for Warrant Shares (or other Warrant Securities)
initially issued upon the exercise of this Warrant and each certificate for
Warrant Shares (or other Warrant Securities) issued to subsequent transferees of
any such certificate shall (unless otherwise permitted by this Section 3) be
stamped or otherwise imprinted with legend in substantially the following form:


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        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF UNLESS PURSUANT TO A REGISTERED OFFERING OR BY TRANSFER
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS."

(b)     The holder understands that Warrant Shares (or other Warrant
Securities) which may be acquired by it upon exercise of this Warrant shall be
entitled to certain registration rights provided for in the Subscription
Agreement relating to the purchase and issuance of the Shares and this Warrant
between the Company and the holder.

SECTION 4.    ADJUSTMENT OF PURCHASE PRICE.

(a)     The Purchase Price and the number of Warrant Shares and the number or
amount of any other securities and property as hereinafter provided for which
this Warrant may be exercisable shall be subject to adjustment from time to time
effective upon each occurrence of any of the following events.

            (i)     If the Company shall declare or pay any dividend with
respect to its Common Stock payable in shares of Common Stock, subdivide the
outstanding Common Stock into a greater number of shares of Common Stock, or
reduce the number of shares of Common Stock outstanding (by stock split,
reverse stock split, reclassification or otherwise than by repurchase of its
Common Stock) (any of such events being hereinafter called a "Stock Split"),
the Purchase Price and number of Warrant Shares issuable upon exercise of
this Warrant shall be appropriately adjusted so as to entitle the holder
hereof to receive upon exercise of this Warrant, for the same aggregate
consideration provided herein, the same number of shares of Common Stock
(plus cash in lieu of fractional shares) as the holder would have received as
a result of such Stock Split had such holder exercised this Warrant in full
immediately prior to such Stock Split.

            (ii)    If the Company shall merge or consolidate with or into
one or more corporations or partnerships and the Company is the sole
surviving corporation, or the Company shall adopt a plan of recapitalization
or reorganization in which the Common Stock is exchanged for or changed into
another class of stock or other security or property of the Company, the
holder of this Warrant shall, for the same aggregate consideration provided
herein, be entitled upon exercise of this Warrant to receive in lieu of the
number of shares of Common Stock as to which this Warrant would otherwise be
exercisable, the number of shares of Common Stock or other securities (plus
cash in lieu of fractional shares) or property to which such holder would
have been entitled pursuant to the terms of the agreement or plan of merger,
consolidation, recapitalization or reorganization had such holder exercised
this Warrant in full immediately prior to such merger, consolidation,
recapitalization or reorganization.

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            (iii)   If the Company is merged or consolidated with or into one
or more corporations or partnerships under circumstances in which the Company
is not the sole surviving corporation, or if the Company sells or otherwise
disposes of substantially all its assets, and in connection with any such
merger, consolidation or sale the holders of Common Stock receive stock or
other securities convertible into equity of the surviving or acquiring
corporations or entities, or other securities or property after the effective
date of such merger, consolidation or sale, as the case may be, the holder of
this Warrant shall, for the same aggregate consideration provided herein, be
entitled upon exercise of this Warrant to receive, in lieu of the shares of
Common Stock as to which this Warrant would otherwise be exercisable, shares
of such stock or other securities (plus cash in lieu of fractional shares) or
property as the holder of this Warrant would have received pursuant to the
terms of the merger, consolidation or sale had such holder exercised this
Warrant in full immediately prior to such merger, consolidation or sale. In
the event of any consolidation, merger or sale as described in this Section
4(a)(iii), provision shall be made in connection therewith for the surviving
or acquiring corporations or partnerships to assume all obligations and
duties of the Company hereunder or to issue substitute warrants in lieu of
this Warrant with all such changes and adjustments in the number or kind of
shares of stock or securities or property thereafter subject to this Warrant
or in the Purchase Price as shall be required in connection with this Section
4(a)(iii).

            (iv)    If the Company (other than in connection with a sale
described in Section 4(a)(iii)) proposes to liquidate and dissolve, the
Company shall give notice thereof as provided in Section 5(b) hereof and
shall permit the holder of this Warrant to exercise any unexercised portion
hereof at any time within the 10 day period following delivery of such
notice, if such holder should elect to do so, and participate as a
stockholder of the Company in connection with such dissolution.

(b)     Whenever any adjustment is made as provided in any provision of this
Section 4:

            (i)     the Company shall compute the adjustments in accordance
with this Section 4 and shall prepare a certificate signed by an officer of
the Company setting forth the adjusted number of shares or other securities
or property and Purchase Price, as applicable, and showing in reasonable
detail the facts upon which such adjustment is based, and such certificate
shall forthwith be filed with the Company or its designee; and

            (ii)    a notice setting forth the adjusted number of shares or
other securities or property and the Purchase Price, as applicable, shall
forthwith be required, and as soon as practicable after it is prepared, such
notice shall be delivered by the Company to the holder of record of each
Warrant.

(c)     If at any time, as a result of any adjustment made pursuant to this
Section 4, the holder of this Warrant shall become entitled, upon exercise
hereof, to receive any shares other than shares of Common Stock or to receive
any other securities, the number of such


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other shares or securities so receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained in this Section 4 with
respect to the Common Stock.

SECTION 5.    SPECIAL AGREEMENTS OF THE COMPANY.

(a)     The Company covenants and agrees that it will reserve and set apart and
have at all times a number of shares of authorized but unissued Common Stock
(and, if applicable, other Warrant Securities) then deliverable upon the
exercise of the Warrants or any other rights or privileges provided for therein
sufficient to enable it at any time to fulfill all its obligations thereunder;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the exercise of this Warrant at the Purchase
Price then in effect, the Company will take such corporate action as may, in the
reasonable opinion of its counsel, be necessary to increase its authorized
shares but unissued shares of Common Stock (and, if applicable, other Warrant
Securities) to such number of shares as shall be sufficient for such purposes.

(b)     In case the Company proposes

            (i)     to pay any dividend upon the Common Stock or make any
distribution or offer any subscription or other rights to the holders of
Common Stock, or

            (ii)    to effect any capital reorganization or reclassification
of capital stock of the Company, or

            (iii)   to effect the consolidation, merger, sale of all or
substantially all of the assets, liquidation, dissolution or winding up of
the Company, then the Company shall cause notice of any such intended action
to be given to each holder of the Warrants not less than 15 nor more than 60
days prior to the date on which the transfer books of the Company shall close
or a record be taken for such dividend or distribution, or the date when such
capital reorganization, reclassification, consolidation, merger, sale,
liquidation, dissolution or winding up shall be effected, or the date of such
other event, as the case may be.

SECTION 6.    NOTICES.

         Any notice or other document required or permitted to be given or
delivered to holders of Warrants and holders of Common Stock (or other Warrant
Securities) shall be in writing and sent (a) by fax if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid) or (c) by a recognized overnight delivery
service (with charges prepaid).

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             (i)    if to the Company, at DepoMed, Inc., 1360 O'Brien Drive,
Menlo Park, CA 94025, Fax No.: (650) 462 9993, or such other address as it
shall have specified to the holders of Warrants in writing; or

             (ii)   if to a holder, at its address set forth below, or such
other address as it shall have specified to the Company in writing.

         Notices given under this Section 6 shall be deemed given only when
actually received.

SECTION 7.    AMENDMENT.

         This Warrant may not be amended, modified or otherwise altered in any
respect except by the written consent of the registered holder of this Warrant
and the Company.

SECTION 8.    SUCCESSORS AND ASSIGNS.

         This Warrant shall be binding upon and inure to the benefit of the
Company and the holder of this Warrant and their respective successors and
permitted assigns.

SECTION 9.    GOVERNING LAW.

         This Warrant shall be governed by and construed in accordance with the
laws of the State of California, without reference to the conflicts of law
principles thereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officers and accepted by the holder of this
Warrant this ______ day of November, 2000.



ATTEST:                                   DepoMed, Inc.


By:                                       By:
   ----------------------------------        -----------------------------------
     Name:                                     Name:
     Title:                                    Title:

Address for Notices:

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                                  SUBSCRIPTION


         The undersigned, ___________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase
____________________ shares of the Common Stock, no par value, of DepoMed, Inc.
covered by said Warrant, and makes payment therefor in full at the price per
share provided by said Warrant.



Dated:                                        Signature:
       --------------------------------                 ------------------------


Signature Guarantee:                          Address:
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                                              Social Security No.
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                                   ASSIGNMENT


         FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers
unto ____________________ (SS#_________________) the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
DepoMed, Inc.



Dated:                                        Signature:
       --------------------------------                 ------------------------


Signature Guarantee:                          Address:
                     ------------------               --------------------------

                                              ----------------------------------

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                               PARTIAL ASSIGNMENT


         FOR VALUE RECEIVED _______________ hereby assigns and transfers unto
____________________ (SS#________________) the right to purchase _______ shares
of the Common Stock, no par value, of DepoMed, Inc. covered by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
thereby, and does irrevocably constitute and appoint ____________________,
attorney, to transfer that part of said Warrant on the books of DepoMed, Inc.



Dated:                                        Signature:
       --------------------------------                 ------------------------


Signature Guarantee:                          Address:
                     ------------------               --------------------------

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