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                                                                   EXHIBIT 10.2


                                  DEPOMED, INC.

                                 CLASS A WARRANT

NO. W-A-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, unless
pursuant to a Cashless Exercise as described in subsection (b) below, 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) Notwithstanding anything in subsection (a) to the contrary, the holder of
this Warrant may elect to exercise this Warrant in part (but not for less than
1,000 Warrant Shares) or in whole, at any time on or after the Initial Exercise
Date and on or before the Expiration Date, by the surrender of this Warrant
(with the cashless exercise form at the end hereof duly executed) (a "Cashless
Exercise") at the address set forth in subsection 6(i) hereof. Such presentation
and surrender shall be deemed a waiver of the holder's obligation to pay the
Purchase Price, or the proportionate part thereof if this Warrant is exercised
in part. In the event of a Cashless Exercise, the Holder shall exchange its
Warrant for that number of Warrant Shares or Warrant Securities, as the case may
be, subject to such Cashless Exercise multiplied by a fraction, the numerator of
which shall be the difference between the then Current Market Price Per Share of
the Common Stock and the Per Share


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Purchase Price, and the denominator of which shall be the then Current Market
Price Per Share of the Common Stock. For purposes of any computation under this
subsection, the then Current Market Price shall be based on the trading day
prior to the Cashless Exercise. "Current Market Price" shall be deemed to be the
last sale price of the Common Stock on the trading day prior to such date or, in
case no such reported sales take place on such day, the average of the last
reported bid and asked prices of the Common Stock on such day, in either case on
the principal national securities exchange on which the Common Stock is admitted
to trading or listed, or if not listed or admitted to trading on any such
exchange, the representative closing bid price of the Common Stock as reported
by the American Stock Exchange ("AMEX"), or other similar organization if AMEX
is no longer reporting such information, or, if the Common Stock is not reported
on AMEX, the high per share bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or if not so available, the fair market value of the Common Stock
as determined in good faith by the Board of Directors, subject to the right of
the holder to contest and appoint an appraiser to make such determination.

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


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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:

         "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


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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.

          (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.

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(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 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

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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).

               (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.

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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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                                CASHLESS EXERCISE


         The undersigned ___________________, pursuant to the provisions of the
foregoing Warrant, hereby elects to exchange its Warrant for ___________________
shares of Common Stock, no par value, of DepoMed, Inc. pursuant to the Cashless
Exercise provisions of the 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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                                             --------------------------------

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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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