**Exhibit 10.8**

 

**AMENDMENT NO. 1 TO**

**COMMON STOCK PURCHASE AGREEMENT**

 

This**AMENDMENT NO. 1**(the “***First******Amendment***”) to that certain Common StockPurchase Agreement,****dated December 11,2006 (the “***Agreement***”),by and between Depomed, Inc., a Delaware corporation (the “***Company***”), and Azimuth Opportunity Ltd., aninternational business company incorporated under the laws of the BritishVirgin Islands (the “***Investor***”),is entered into as of August 8, 2008 (the “***First******Amendment Date***”). Capitalized termsnot otherwise defined herein shall have the meaning set forth in the Agreement.

 

**RECITALS**

 

**WHEREAS,**Section 7.1 of the Agreement provides in partthat, unless earlier terminated, the Agreement shall terminate automatically onthe earliest of (i) the first day of the month next following the 24-monthanniversary of the Effective Date (the “Investment Period”), (ii) thedate that the aggregate dollar amount of Shares registered under theRegistration Statement have been issued and sold and (iii) the date theInvestor shall have purchased the Total Commitment of shares of Common Stock(subject in all cases to the Trading Market Limit);

 

**WHEREAS,**the Agreement remains in full force and effect;

 

**WHEREAS**, Section 9.3 of the Agreement provides thatthe Agreement may be amended by a written instrument signed by the Company andthe Investor; and

 

**WHEREAS**, the Company and the Investor now desire to amendthe Agreement as set forth herein.

 

**AGREEMENT**

 

**NOW, THEREFORE,**in consideration of the mutual promises,representations, warranties, covenants and conditions set forth in theAgreement and this First Amendment, the receipt and sufficiency of which ishereby acknowledged, the parties hereto hereby agree as follows:

 

**1.             Amendment of Section 7.1.**  Effective as of the First Amendment Date, Section 7.1of the Agreement shall be amended to replace the first sentence thereof withthe following:

 

     “Unless earlier terminated as providedhereunder, this Agreement shall terminate automatically on the earliest of (i) thefirst day of the month next following the 48-month anniversary of the EffectiveDate (the “Investment Period”), (ii) the date that the aggregatedollar amount of Shares registered under the Registration Statement have beenissued and sold and (iii) the date the Investor shall have purchased theTotal Commitment of shares of Common Stock (subject in all cases to the TradingMarket Limit).”

 

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**2.             Continuing Effect of Agreement. **Except as expressly set forth in this First Amendment,all other provisions of the Agreement remain in full force and effect.

 

**3.             GoverningLaw.**  This First Amendment shall be governed by andconstrued in accordance with the internal procedure and substantive laws of theState of New York, without giving effect to the choice of law provisions ofsuch state.

 

**4.             Counterparts.** This First Amendment may be executed in counterparts, all of which takentogether shall constitute one and the same original and binding instrument andshall become effective when all counterparts have been signed by each party anddelivered to the other parties hereto, it being understood that all partieshereto need not sign the same counterpart.

 

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

 

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**IN WITNESS WHEREOF,**the parties hereto havecaused this **AMENDMENT NO. 1 TO THE AGREEMENT**to be executed and delivered as of the First Amendment Date.

 
| ** ** | **Company:  DEPOMED, INC.**             |
|------------|-----------------------------------------|
|       |                                    |   |
|       | By:                                     | /s/  Matthew M. Gosling |
|       |                                    | Name:  Matthew M. Gosling |
|       |                                    | Title:  Vice President and General Counsel |
|       |                                    |   |
|       |                                    |   |
|       | **Investor:  AZIMUTH OPPORTUNITY LTD.** |
|       |                                    |   |
|       | By:                                     | /s/  Dierdre M. McCoy |
|       |                                    | Name:  Dierdre M. McCoy |
|       |                                    | Title:  Corporate Secretary |

 

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