**EXHIBIT10.4**

**Amendmentto the Supply Agreement**

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

**BIOVAILLABORATORIES INTERNATIONAL SRL**

(hereinafterreferred to as “Biovail”)

— and –

**DEPOMED,INC.**

(hereinafterreferred to as “Depomed”)

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

WHEREAS the Partiesdesire to amend certain specific provisions of the Agreement in accordance withthe terms more fully herein set forth;

NOW, THEREFORE, inconsideration of the terms and conditions contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties agree as follows:

1.         DEFINITIONS

Unless otherwise explicitly set forth herein, all capitalized termsused herein and not otherwise defined herein shall have the respective meaningsascribed to them in the Agreement.

2.         AMENDMENTS TO THEAGREEMENT

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

(a)               Thefollowing definition is added to the Agreement:

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

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

“No later than June 30, 2007, and within one hundred twenty (120) daysbefore the end of each calendar year thereafter, Depomed shall deliver to BLS anon-binding forecast, by calendar month, of the quantities of 1000mg Product,by SKU (including samples), that Depomed expects to order from BLS forMarketing in the Territory, for the following eighteen (18) calendar months(the “Planning Forecast”). No less than once per calendar year, theParties shall meet to review the then effective Planning Forecast of Depomed tocompare the yearly requirements of 1000mg Product which Depomed expects wouldbe 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 theAgreement 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 afterRegulatory Approval of the first 1000mg Product (the “Launch”).

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

**EXHIBIT A**

**SPECIFICATIONS**

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

3.         GENERAL

(a)               Otherthan as explicitly herein set forth, the Agreement shall remain in full forceand effect, unamended, and the Amendment shall remain subject to all unamendedterms and provisions of the Agreement.

(b)               Exceptas set forth herein, in the event of any inconsistencies between the terms ofthe Agreement and the terms of the Amendment, the provisions of the Amendmentwill govern.

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

IN WITNESS WHEREOF, theparties to this Amendment hereby execute this Agreement as of the date firstwritten 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    |   |
|                                        |                           |  |  |  |  |

 

----