10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2012

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM        TO      

COMMISSION FILE NUMBER 001-13111

DEPOMED, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA	94-3229046
(STATE OR OTHER JURISDICTION OF	(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)	IDENTIFICATION NUMBER)

1360 O’BRIEN DRIVE

MENLO PARK, CALIFORNIA 94025

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(650) 462-5900

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

The number of issued and outstanding shares of the Registrant’s Common Stock, no par value, as of August 1, 2012 was 56,028,068.

Explanatory Note

Depomed, Inc. (Depomed or the Company) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 3, 2012 (the “Form 10-Q”), for the sole purpose of correcting errors within its Interactive Data File included in the Form 10-Q filing as Exhibit 101. In the previously-furnished Interactive Data File, Note 2 - Cash, cash equivalents and marketable securities was not block-text tagged and tables from the block-text tagging of Note 7 - Comprehensive income (loss) and Note 9 - Accounts payable and accrued liabilities were not included. No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.

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ITEM 6. EXHIBITS

(a)   Exhibits

3.1 (1)	Amended and Restated Articles of Incorporation
3.2 (2)	Certificate of Amendment to Amended and Restated Articles of Incorporation
3.3 (3)	Certificate of Determination of Series RP Preferred Stock of the Company
3.4 (4)	Bylaws, as amended
4.1 (5)	Rights Agreement, dated as of April 21, 2005, between the Company and Continental Stock Transfer and Trust Company as Rights Agent
10.1 †	Asset Purchase Agreement between Depomed , Inc. and Xanodyne, Inc.
10.2 †	2004 Employee Stock Purchase Plan (as amended May 15, 2012)
10.3 †	Form of Management Continuity Agreement between the Company and certain officers of the Company
31.1 †	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of James A. Schoeneck
31.2 †	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of August J. Moretti
32.1 †	Certification pursuant to 18 U.S.C. Section 1350 of James A. Schoeneck
32.2 †	Certification pursuant to 18 U.S.C. Section 1350 of August J. Moretti
101 *	Interactive Data Files pursuant to Rule 405 of Regulation S-T

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections.

†           Previously filed

(1)         Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-25445)

(2)         Incorporated by reference to the Company’s Form 10-K filed on March 31, 2003

(3)         Incorporated by reference to the Company’s Form 10-Q filed on May 10, 2005

(4)         Incorporated by reference to the Company’s Form 8-K filed on April 19, 2005

(5)         Incorporated by reference to the Company’s Form 8-A filed on April 22, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 13, 2012	DEPOMED, INC.
	/s/ James A. Schoeneck
	James A. Schoeneck
	President and Chief Executive Officer
	/s/ August J. Moretti
	August J. Moretti
	Chief Financial Officer

4

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Shareholders' Equity (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended
	May 31, 2012	Jun. 30, 2012	Jun. 30, 2012
Shareholders' Equity [Abstract]
Options exercised during period		168,855	302,916
Net proceeds from options exercised during the period		$ 0.5	$ 1.0
Shares sold under the ESPP	109,282
Weighted average purchase price per shares sold under the ESPP	$ 4.18
Net proceeds from ESPP	$ 0.5

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License And Other arrangements (Details) (USD $)	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	1 Months Ended			3 Months Ended	1 Months Ended	3 Months Ended			6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jul. 31, 2008 Santarus Inc. [Member]	Jun. 30, 2012 Santarus Inc. [Member]	Jun. 30, 2011 Santarus Inc. [Member]	Jun. 30, 2012 Santarus Inc. [Member]	Jun. 30, 2011 Santarus Inc. [Member]	Jun. 30, 2012 Ventiv Commercial Services, LLC [Member]	Jun. 30, 2012 Ventiv Commercial Services, LLC [Member]	Mar. 31, 2011 Abbott Products Inc. [Member]	Feb. 28, 2011 Abbott Products Inc. [Member]	Feb. 28, 2009 Abbott Products Inc. [Member]	Mar. 31, 2011 Abbott Products Inc. [Member]	Apr. 30, 2011 Boehringer Ingelheim International GMBH [Member]	Jun. 30, 2012 Boehringer Ingelheim International GMBH [Member]	Mar. 31, 2012 Boehringer Ingelheim International GMBH [Member]	Jun. 30, 2011 Boehringer Ingelheim International GMBH [Member]	Jun. 30, 2012 Boehringer Ingelheim International GMBH [Member]	Jun. 30, 2011 Boehringer Ingelheim International GMBH [Member]	Jul. 31, 2011 Ironwood Pharmaceuticals, Inc. [Member]	Jun. 30, 2012 Ironwood Pharmaceuticals, Inc. [Member]	Mar. 31, 2012 Ironwood Pharmaceuticals, Inc. [Member]	Jun. 30, 2012 Ironwood Pharmaceuticals, Inc. [Member]
Royalty receivable percentage, 2011								26.50%
Royalty receivable percentage, 2012								29.50%
Royalty receivable percentage, 2013 and 2014								32.00%
Royalty receivable percentage, 2015 and thereafter								34.50%
Royalties	$ 9,577,000	$ 67,000	$ 18,998,000	$ 232,000		$ 9,400,000		$ 18,600,000
Promotional fee paid, percentage of gross margin									75.00%
Promotion fee expense		11,055,000		21,317,000			11,100,000		21,300,000
License and other revenue	1,332,000	4,998,000	6,637,000	72,623,000		1,000,000	200,000	2,000,000	500,000										3,900,000		4,900,000		200,000		500,000
Gain on settlement agreement				40,000,000								40,000,000
Upfront agreement fee received					12,000,000									25,000,000		10,000,000						900,000
Upfront agreement fee deferred revenue balance								5,800,000							11,300,000
Collaborative agreement expense incurred										7,600,000	14,400,000
Milestone revenue received													48,000,000					2,500,000						1,000,000
Upfront agreement fee tax withholdings																1,500,000
Upfront agreement fee net of tax																8,500,000
Monthly management fee fulltime reps											1,800,000
Monthly management fee for part-time sales reps											500,000
Additional service agreement revenue																	$ 0		$ 500,000	$ 100,000	$ 600,000				$ 100,000
Number of full-time sales representatives											164
Number of part-time sales representatives											78
Percent of out-of-pocket costs reimbursed to company								70.00%
Percent of out-of-pocket costs reimbursed by company								30.00%

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Schedule Of Inventory

	June 30,		December 31,
	2012		2011
Raw materials	$	1,786	$	1,244
Work-in-process		1,289		643
Finished goods		5,273		2,831
Deferred costs		377		677
Less: allowance for obsolescence		(696)		—
Total	$	8,029	$	5,395

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Leases (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 30, 2012 sqft	Jun. 30, 2012	Jun. 30, 2012
Leases [Abstract]
Amount of space agreed to lease	52,500
Addition lease space, obligation	8,000
Lease termination penalty interest		8	8
Lease renewaloOption period			12 months
Operating Leases, Rent Expense		$ 300
Operating Leases, Future Minimum Payments Due		$ 12,200	$ 12,200

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Inventories (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Inventories [Abstract]
Raw materials	$ 1,786,000	$ 1,244,000
Work-in-process	1,289,000	643,000
Finished goods	5,273,000	2,831,000
Deferred costs	377,000	677,000
Less: allowance for obsolescence	(696,000)
Total	8,029,000	5,395,000
Business acquisition step up in value of inventories	$ 1,900,000

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Long-Term Debt

6 Months Ended

Jun. 30, 2012

Long-Term Debt [Abstract]

Long-Term Debt

NOTE 5.LONG-TERM DEBT

In June 2008, the Company entered into a loan and security agreement with General Electric Capital Corporation, as agent (GECC), and Oxford Finance Corporation (Oxford) that provided the Company with a $15.0 million credit facility. The credit facility was available in up to three tranches.The first tranche of $3.8 million was advanced to the Company upon the closing of the loan agreement.The second tranche of $5.6 million was advanced to the Company in July 2008. The third tranche of $5.6 million was not drawn and is no longer available to the Company, and GECC and Oxford waived the 2% unused line fee related to the unused portion of the credit facility.

The Company paid interest only on the first tranche for the first six months at an interest rate of 11.59%.Beginning in January 2009, the Company began principal payments on the first tranche, plus interest at such rate, which was paid in 30 equal monthly installments. The second tranche was interest-only through December 31, 2008, with principal and interest paid thereafter in 30 equal monthly installments at an interest rate of 11.59%. Interest expense, which includes amortization of debt issuance costs, was approximately $25,000  and $81,000 for the three and six months ended June 30, 2011, respectively. The credit facility was paid in full by July 2011.

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Business Combinations (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended	1 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2012 Net Sales Of Zipsor Products Exceed $30.0 Million [Member]	Jun. 30, 2012 Net Sales Of Zipsor Products Exceed $60.0 Million [Member]
Business Acquisition, Contingent Consideration [Line Items]
Cash paid for acquisition	$ 26,436,000	$ 26,436,000
Contingent payment			2,000,000	3,000,000
Amonunt of net sales needed for contingent payment			30,000,000	60,000,000
Cash held in escrow	3,000,000	3,000,000
Intangible asset - Zipsor product rights	27,100,000	27,100,000
Business acquisition step up in value of inventories	1,900,000	1,900,000
Amortization of intangible assets	$ 105,000	$ 105,000

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Cash, Cash Equivalents And Marketable Securities (Summary Of Cash, Cash Equivalents, And Marketable Securities) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	$ 88,960	$ 139,806
Available-for-sale securities, Gross Unrealized Gains	79	62
Available-for-sale securities, Gross Unrealized Losses	(8)	(75)
Available-for-sale securities	89,031	139,793
Total available-for-sale securities, Amortized Cost	75,439	115,763
Total available-for-sale securities, Gross Unrealized Gains	79	62
Total available-for-sale securities, Gross Unrealized Losses	(8)	(75)
Total available-for-sale securities	75,510	115,750
Cash and Cash Equivalents [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	13,521	24,043
Available-for-sale securities	13,521	24,043
Corporate Debt Securities [Member] | Maturing Within One Year [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	35,512	49,717
Available-for-sale securities, Gross Unrealized Gains	33	10
Available-for-sale securities, Gross Unrealized Losses	(5)	(9)
Available-for-sale securities	35,540	49,718
Corporate Debt Securities [Member] | Maturing Between One And Two Years [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	4,934	17,767
Available-for-sale securities, Gross Unrealized Gains	14	7
Available-for-sale securities, Gross Unrealized Losses		(62)
Available-for-sale securities	4,948	17,712
U.S. Government Agency Debt Securities [Member] | Maturing Within One Year [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	19,815	5,503
Available-for-sale securities, Gross Unrealized Gains	21	2
Available-for-sale securities	19,836	5,505
U.S. Government Agency Debt Securities [Member] | Maturing Between One And Two Years [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	5,505	35,906
Available-for-sale securities, Gross Unrealized Gains	10	30
Available-for-sale securities, Gross Unrealized Losses		(4)
Available-for-sale securities	5,515	35,932
U.S. Treasury Securities [Member] | Maturing Within One Year [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	3,314	6,870
Available-for-sale securities, Gross Unrealized Gains	1	13
Available-for-sale securities	3,315	6,883
U.S. Treasury Securities [Member] | Maturing Between One And Two Years [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	6,359
Available-for-sale securities, Gross Unrealized Losses	(3)
Available-for-sale securities	6,356
Cash [Member] | Cash and Cash Equivalents [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	7,640	5,629
Available-for-sale securities	7,640	5,629
Money Market Funds [Member] | Cash and Cash Equivalents [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	882	12,467
Available-for-sale securities	882	12,467
Corporate Debt Securities [Member] | Cash and Cash Equivalents [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Available-for-sale securities, Amortized Cost	4,999	5,947
Available-for-sale securities	$ 4,999	$ 5,947

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Summary Of Significant Accounting Policies [Abstract]
Cash for Zipsor and related inventories	$ 26,436,000	$ 26,436,000
Deferred revenue	4,500,000	4,500,000
Deferred revenue recognized	$ 3,200,000	$ 5,000,000

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Business Combinations (Schedule Of Allocation Of The Purchase Price For Acquisition) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Business Combinations [Abstract]
Cash for Zipsor and related inventories	$ 26,436
Fair Value of contingent Milestones	1,303
Purchase Price	$ 27,739

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Cash, Cash Equivalents And Marketable Securities (Schedule Of Gross Unrealized Losses And Fair Values Of Investments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair Value, Less than 12 months	$ 24,585
Gross Unrealized Losses, Less than 12 months	(8)
Fair Value, Total	24,585
Gross Unrealized Losses, Total	(8)
Number of securities in an unrealized loss position	18
Corporate Debt Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair Value, Less than 12 months	16,215
Gross Unrealized Losses, Less than 12 months	(5)
Fair Value, Total	16,215
Gross Unrealized Losses, Total	(5)
U.S. Treasury Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair Value, Less than 12 months	8,370
Gross Unrealized Losses, Less than 12 months	(3)
Fair Value, Total	8,370
Gross Unrealized Losses, Total	$ (3)

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Cash, Cash Equivalents And Marketable Securities (Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	$ 81,391	$ 134,164
Liabilities, Fair Value Disclosure, Recurring	1,303
Money Market Funds [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	882	12,467
Corporate Debt Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	45,487	73,378
U.S. Government Agency Debt Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	25,350	41,437
U.S. Treasury Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	9,672	6,882
Level 1 [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	882	12,467
Level 1 [Member] | Money Market Funds [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	882	12,467
Level 2 [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	80,509	121,697
Level 2 [Member] | Corporate Debt Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	45,487	73,378
Level 2 [Member] | U.S. Government Agency Debt Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	25,350	41,437
Level 2 [Member] | U.S. Treasury Securities [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Fair value of assets measured on a recurring basis	9,672	6,882
Level 3 [Member]
Cash, Cash Equivalents And Marketable Securities [Line Items]
Liabilities, Fair Value Disclosure, Recurring	$ 1,303

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License And Collaborative Arrangements

6 Months Ended

Jun. 30, 2012

License And Collaborative Arrangements [Abstract]

License And Collaborative Arrangements

NOTE 4. LICENSE AND COLLABORATIVE ARRANGEMENTS

Santarus, Inc.

In August 2011, the Company entered into a commercialization agreement with Santarus granting Santarus exclusive rights to manufacture and commercialize Glumetza in the United States. The commercialization agreement supersedes the previous promotion agreement between the parties originally entered into in July 2008.

Under the commercialization agreement, the Company transitioned to Santarus responsibility for manufacturing, distribution, pharmacovigilance and regulatory affairs. The Company ceased shipments of Glumetza in August 2011 and Santarus began distributing and recording product sales on shipments of Glumetza in September 2011. Santarus will continue to be responsible at its expense for advertising and promotional marketing activities for Glumetza.

Santarus is required to pay the Company royalties on net product sales of Glumetza in the United States of 26.5% in 2011; 29.5% in 2012; 32.0% in 2013 and 2014; and 34.5% in 2015 and beyond prior to generic entry of a Glumetza product. In the event of generic entry of a Glumetza product in the United States, the parties will equally share proceeds based on a gross margin split. Santarus has the exclusive right to commercialize authorized generic versions of the Glumetza products. Santarus will not pay additional sales milestones to the Company as was required under the prior promotion agreement. Royalty revenue from Santarus for the three and six months ended June 30, 2012 was $9.4 million and $18.6 million, respectively.

In connection with its assumption of distribution and sales responsibility of Glumetza, Santarus purchased Depomed’s existing inventory of Glumetza and bulk metformin hydrochloride at cost.  Depomed is financially responsible for returns of Glumetza distributed by Depomed, up to the amount of the product returns reserve account for Glumetza product returns on the date immediately before Santarus began distributing Glumetza.  Depomed is financially responsible for Glumetza rebates and chargebacks up to the amount of its reserve accounts for those items. Santarus is responsible for all other Glumetza returns, rebates and chargebacks.

Under the commercialization agreement, Depomed is responsible for managing the patent infringement lawsuit against Sun Pharmaceutical Industries, Inc. (Sun) subject to certain consent rights in favor of Santarus, including with regard to any proposed settlements.  Santarus will reimburse Depomed for 70% of its out-of-pocket costs, and Depomed will reimburse Santarus for 30% of its out-of-pocket costs related to these two infringement cases. The Company was previously responsible for managing the patent infringement lawsuit against Lupin Limited (Lupin), which was settled in February 2012.

During 2011, Depomed distributed Glumetza for the first eight months of the year, recognized Glumetza product sales on those respective sales and paid Santarus a promotion fee equal to 75% of Glumetza gross margin. For the three and six months ended June , 2011, the Company recognized $11.1 million and $21.3 million, respectively, in promotion fee expense to Santarus related to sales of Glumetza by Depomed. In August 2011, the distribution and sales responsibility transitioned to Santarus, and Depomed no longer recorded sales of Glumetza and no longer was responsible for paying promotion fees to Santarus.Accordingly, there was no promotion fee expense in 2012.

Pursuant to the promotion agreement originally entered into in July 2008, Santarus paid the Company a $12.0 million upfront fee. The upfront payment received was originally being amortized as revenue ratably until October 2021, which represented the estimated length of time the Company's obligations existed under the promotion agreement related to manufacturing Glumetza and paying Santarus promotion fees on gross margin of Glumetza. The commercialization agreement in August 2011 superseded the promotion agreement and removed the manufacturing and promotion fee obligations of the Company. The commercialization agreement includes obligations with respect to manufacturing and regulatory transition to Santarus and managing the ongoing patent infringement lawsuits against Sun and Lupin. These obligations are estimated to be completed in December 2013. Accordingly, on the effective date of the commercialization agreement, the amortization period related to remaining deferred revenue on the $12.0 million upfront fee has been adjusted, and the remaining deferred revenue will be recognized ratably until December 2013. The Company recognized approximately $1.0 million and $2.0 million of license revenue associated with this upfront license fee for the three and six months ended June 30, 2012, respectively. The Company recognized approximately $0.2 million and $0.5 million of license revenue associated with this upfront license fee for the three and six months ended June 30, 2011, respectively. The remaining deferred revenue balance related to this upfront payment is $5.8 million at June 30, 2012.

Ventiv Commercial Services, LLC

In June 2011, the Company entered into a service agreement with Ventiv Commercial Services, LLC (Ventiv), pursuant to which inVentiv Selling Solutions, Ventiv's outsourced sales business, will provide sales force recruiting, training, deployment and ongoing operational support to the Company to promote Gralise. The agreement provides for a sales force of 164 full-time sales representatives dedicated to the Company, all of whom are employees of Ventiv.

        Under the terms of the agreement, the Company paid Ventiv an upfront implementation fee and will pay an agreed upon fixed monthly management fee of approximately $1.8 million, which is subject to adjustment based on actual staffing levels. During the term of the agreement, a portion of Ventiv's monthly management fee will be subject to payment by the Company only to the extent that specified performance objectives are met. The Company will also pay certain pass-through costs of Ventiv incurred in connection with the agreement, which primarily include bonuses, travel costs and certain administrative expenses.The agreement provides for conversion of sales representatives from Ventiv employees to Depomed employees beginning in September 2012 at an agreed-upon cost per employee converted.In June 2012, the Company exercised an early termination clause under the agreement to end the agreement in September 2012 in conjunction with converting the sales representatives to Depomed employees at that time.

In May 2012, the Company entered into an additional service agreement with Ventiv that provides for a sales force of 78 part-time sales representatives dedicated to the Company, all of whom are employees of Ventiv. Under the terms of the agreement, the Company paid Ventiv an upfront implementation fee and will pay an agreed upon fixed monthly management fee of approximately $0.5 million, which is subject to adjustment based on actual staffing levels. The term of the agreement is for one year beginning in June 2012.

The Company incurred $7.6 million and $14.4 million of expense related to Ventiv under these two agreements for the three and six months ended June 30, 2012.

Abbott Products Inc. (formerly Solvay Pharmaceuticals, Inc.)

In November 2008, the Company entered into an exclusive license agreement with Solvay Pharmaceuticals, Inc. (Solvay) granting Solvay exclusive rights to develop and commercialize Gralise for pain indications in the United States, Canada and Mexico. In February 2010, Abbott Laboratories acquired the pharmaceutical business of Solvay and Abbott Products (Abbott Products), a subsidiary of Abbott Laboratories, became responsible for the Gralise license agreement with the Company.

In January 2011, Abbott Products received FDA approval of Gralise for the management of postherpetic neuralgia. This triggered a $48.0 million development milestone from Abbott to the Company, which the Company received in February 2011. As the nonrefundable milestone was substantive in nature, achievement of the milestone was not reasonably assured at the inception of the agreement and the milestone was related to past performance, the Company recognized the entire $48.0 million as revenue in the first quarter of 2011.

        In January 2011, Abbott Products notified the Company that Abbott Products did not intend to commercialize Gralise. In March 2011, the Company entered into a settlement agreement with Abbott Laboratories which provided for (i) the immediate termination of the Gralise license agreement, (ii) the transition of Gralise back to Depomed; and (iii) a $40.0 million payment to Depomed which the Company received in March 2011. The $40.0 million payment was recognized as a gain within operating income in the first quarter of 2011.

Pursuant to the exclusive license agreement originally entered into in November 2008, Solvay paid the Company a $25.0 million upfront fee in February 2009. The upfront payment received was originally being amortized as revenue ratably until January 2013, which represented the estimated length of time the Company’s development and supply obligations existed under the agreement. In connection with the termination of the license agreement with Abbott Products, the Company no longer has continuing obligations to Abbott Products. Accordingly, all remaining deferred revenue related to the $25.0 million upfront license fee previously received from Abbott Products was fully recognized as revenue in March 2011, resulting in immediate recognition of approximately $11.3 million of license revenue in the first quarter of 2011.

Boehringer Ingelheim International GMBH

 In March 2011, the Company entered into a license and service agreement with Boehringer Ingelheim International GMBH (Boehringer Ingelheim) granting Boehringer Ingelheim a license to certain patents related to the Company's Acuform drug delivery technology to be used in developing fixed dose combinations of extended release metformin and proprietary Boehringer Ingelheim compounds in development for type 2 diabetes. Under the terms of the agreement, Boehringer Ingelheim was also granted a right of reference to the New Drug Application covering the Company's Glumetza product and associated data for use in potential regulatory submission processes.

        In connection with the license and service agreement, the Company received an upfront payment of $10.0 million less applicable withholding taxes of approximately $1.5 million, for a net receipt of approximately $8.5 million in April 2011. The Company received the remaining $1.5 million of taxes previously withheld directly from German tax authorities in June 2011.

The $10.0 million upfront was amortized ratably through November 2011, which was the estimated length of time Depomed was obligated to perform formulation work under the agreement. Accordingly, the Company recognized approximately $3.9 million and $4.9 million of revenue associated with this upfront license fee during the three and six months ended June 30, 2011, respectively.

 Under the terms of the agreement, the Company received an additional nonrefundable $2.5 million payment in March 2012 upon delivery of experimental batches of prototype formulations that met required specifications. As the milestone event was substantive in nature, achievement was not reasonably assured at the inception of the agreement and the milestone was related to past performance, the Company recognized the entire amount of this payment as revenue in the first quarter of 2012. The Company is also eligible to receive additional milestone payments based on regulatory filing and approval events, as well as royalties on worldwide net sales of products.

      Depomed is responsible for providing certain initial formulation work associated with the fixed dose combination products. Work performed by the Company under the service agreement will be reimbursed by Boehringer Ingelheim on an agreed-upon FTE rate per hour plus out-of-pocket expenses. The Company recognized approximately zero million and $0.1 million of revenue associated with the reimbursement of formulation work under the service agreement during the three and six months ended June 30, 2012, respectively. The Company recognized approximately $0.5 million and $0.6 million of revenue associated with the reimbursement of formulation work under the service agreement during the three and six months ended June 30, 2011, respectively.

Ironwood Pharmaceuticals, Inc.

In July 2011, the Company entered into a collaboration and license agreement with Ironwood Pharmaceuticals, Inc. (Ironwood) granting Ironwood a license for worldwide rights to the Company's Acuform drug delivery technology for an undisclosed Ironwood early stage development program.

In connection with the agreement, the Company received an upfront payment of $0.9 million which was amortized ratably through June 2012, which was the estimated length of time Depomed was obligated to perform formulation work under the agreement. The Company recognized approximately $0.2 million and $0.5 million of revenue associated with this upfront license fee during the three and six months ended June 30, 2012. There is no remaining deferred revenue related to this upfront payment at June 30, 2012.

Under the terms of the agreement, the Company will assist with initial product formulation and Ironwood will be responsible for all development and commercialization of the product. The initial formulation work performed by the Company under the agreement will be reimbursed by Ironwood on an agreed-upon FTE rate per hour plus out-of-pocket expenses. The Company recognized approximately $0.1 million of revenue associated with the reimbursement of formulation work under the agreement during the three and six months ended June 30, 2012.

In March 2012, the Company achieved the first milestone under the agreement with respect to delivery of experimental batches of prototype formulations that meet required specifications. The associated $1.0 million milestone payment is nonrefundable and was received in June 2012. As the nonrefundable milestone was substantive in nature, achievement of the milestone was not reasonably assured at the inception of the agreement, the milestone was related to past performance, the Company recognized the $1.0 million as revenue during the first quarter of 2012. Under the terms of the agreement, the Company may receive additional payments pending achievement of certain development and regulatory milestones, as well as royalties on product sales.

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Net Income (Loss) Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Income (Loss) Per Common Share [Abstract]
Net income (loss)	$ (15,780)	$ (5,679)	$ (24,582)	$ 93,138
Denominator for basic net income (loss) per share	55,786,617	54,056,064	55,670,598	53,706,617
Net effect of dilutive common stock equivalents				2,176,000
Denominator for diluted net income (loss) per share:	55,786,617	54,056,064	55,670,598	55,883,346
Basic net income (loss) per share	$ (0.28)	$ (0.11)	$ (0.44)	$ 1.73
Diluted net income (loss) per share	$ (0.28)	$ (0.11)	$ (0.44)	$ 1.67
Total number of antidilutive common stock equivalents excluded from the net income per share computation		4,000,000	5,500,000	800,000

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Related Party Transactions (Details) (USD $)	Jun. 30, 2011	Apr. 30, 2011
Related Party Transactions [Absract]
Separation agreement, salary continuation		$ 520,000
Separation agreement, severance charge	1,000,000
Separation agreement, stock-based compensation	400,000
Separation agreement, continuation of health care	$ 600,000

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Condensed Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 13,521	$ 24,043
Marketable securities	58,691	62,106
Accounts receivable	1,945	4,420
Receivables from collaborative partners	8,943	8,135
Inventories	8,029	5,395
Prepaid and other current assets	6,341	5,390
Total current assets	97,470	109,489
Marketable securities, long-term	16,819	53,644
Property and equipment, net	1,400	1,070
Intangible assets, net	26,995
Other assets	425	169
TOTAL ASSETS	143,109	164,372
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities	30,168	26,784
Deferred product sales	4,519	6,960
Deferred license revenue	5,550	6,032
Other current liabilities	37	64
Total current liabilities	40,274	39,840
Deferred license revenue, non-current portion	15,158	17,932
Other long-term liabilities	2,276	682
Commitments
Shareholders' equity:
Common stock, no par value	207,492	203,511
Accumulated deficit	(122,162)	(97,580)
Accumulated other comprehensive gain (loss)	71	(13)
Total shareholders' equity	85,401	105,918
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 143,109	$ 164,372

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Business Combinations (Schedule Of Allocation Of The Purchase Price For Acquisition - Fair Value) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Business Combinations [Abstract]
Intangible asset - Zipsor product rights	$ 27,100,000
Inventories	2,428,000
Other assets	100,000
Property, plant and equipment	43,000
Current liabilities	(1,840,000)
Gain on bargain purchase	(92,000)
Purchase Price	$ 27,739,000

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Cash, Cash Equivalents And Marketable Securities

6 Months Ended

Jun. 30, 2012

Cash, Cash Equivalents And Marketable Securities [Abstract]

Cash, Cash Equivalents And Marketable Securities

NOTE 2. CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES

Securities classified as cash and cash equivalents and available-for-sale marketable securities as of June 30, 2012 and December 31, 2011 are summarized below (in thousands). Estimated fair value is based on quoted market prices for these investments.

			Gross		Gross
	Amortized		Unrealized		Unrealized
June 30, 2012	Cost		Gains		Losses		Fair Value
Cash and cash equivalents:
Cash	$	7,640	$	—	$	—	$	7,640
Money market funds		882		—		—		882
Corporate debt securities		4,999		—		—		4,999
U.S. government agency debt securities		—		—		—		-
Total cash and cash equivalents	$	13,521	$	—	$	—	$	13,521
Available-for-sale securities:
Total maturing within 1 year and included in marketable securities:
Corporate debt securities	$	35,512	$	33	$	(5)	$	35,540
Government agency debt securities		19,815		21		—		19,836
U.S. Treasury securities		3,314		1		—		3,315
Total maturing between 1 and 2 years and included in marketable securities:								-
Corporate debt securities		4,934		14		—		4,948
U.S. government agency debt securities		5,505		10		—		5,515
U.S. Treasury securities		6,359		—		(3)		6,356
Total available-for-sale securities	$	75,439	$	79	$	(8)	$	75,510
Total cash, cash equivalents and marketable securities	$	88,960	$	79	$	(8)	$	89,031
	Amortized		Unrealized		Unrealized
December 31, 2011	Cost		Gains		Losses		Fair Value
Cash and cash equivalents:
Cash	$	5,629	$	—	$	—	$	5,629
Money market funds		12,467		—		—		12,467
U.S. corporate debt securities		5,947		—		—		5,947
Total cash and cash equivalents	$	24,043	$	—	$	—	$	24,043
Available-for-sale securities:
Total maturing within 1 year and included in marketable securities:
Corporate debt securities	$	49,717	$	10	$	(9)	$	49,718
U.S. government agency debt securities		5,503		2		—		5,505
U.S. Treasury securities		6,870		13		—		6,883
Total maturing between 1 and 2 years and included in marketable securities:
Corporate debt securities		17,767		7		(62)		17,712
U.S. government agency debt securities		35,906		30		(4)		35,932
Total available-for-sale securities	$	115,763	$	62	$	(75)	$	115,750
Total cash, cash equivalents and marketable securities	$	139,806	$	62	$	(75)	$	139,793

The Company considers all highly liquid investments with a maturity at date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks, money market instruments and commercial paper. The Company places its cash, cash equivalents and marketable securities with U.S. Treasury and government agency securities, and high quality securities of U.S. and international financial and commercial institutions and, to date has not experienced material losses on any of its balances. All marketable securities are classified as available-for-sale since these instruments are readily marketable. These securities are carried at fair value, which is based on readily available market information, with unrealized gains and losses included in accumulated other comprehensive gain within shareholders’ equity. The Company uses the specific identification method to determine the amount of realized gains or losses on sales of marketable securities. Realized gains or losses have been insignificant and are included in “interest and other income” in the condensed statement of operations.

At June 30, 2012 the Company had eighteen securities in an unrealized loss position. The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2012 (in thousands):

	Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate debt securities	$	16,215	$	(5)	$	—	$	—	$	16,215	$	(5)
U.S. Treasury securities		8,370		(3)		—		—		8,370		(3)
U.S. government agency debt securities		—		—		—		—		-		-
Total available-for-sale	$	24,585	$	(8)	$	—	$	—	$	24,585	$	(8)

The gross unrealized losses above were caused by interest rate increases. No significant facts or circumstances have arisen to indicate that there has been any deterioration in the creditworthiness of the issuers of the Company’s securities. Based on the Company’s review of these securities, including the assessment of the duration and severity of the unrealized losses and the Company’s ability and intent to hold the investments until maturity, there were no material other-than-temporary impairments for these securities at June 30, 2012.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company utilizes the following fair value hierarchy based on three levels of inputs:

·Level 1: Quoted prices in active markets for identical assets or liabilities.

·Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 (in thousands):

Assets:

	Level 1		Level 2		Level 3		Total
Money market funds	$	882	$	—	$	—	$	882
Corporate debt securities		—		45,487		—		45,487
Government agency debt securities		—		25,350		—		25,350
U.S. Treasury securities		—		9,672		—		9,672
Total	$	882	$	80,509	$	—	$	81,391
Liabilities:
Contingent consideration	$	—	$	—	$	1,303	$	1,303

The fair value measurement of the contingent consideration obligations arises from the Zipsor acquisition and relates to the potential future milestone payments under the Zipsor agreement which is determined using Level 3 inputs. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will re-measure the contingent consideration obligation arising from the Zipsor acquisition to its estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled.

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2011 (in thousands):

	Level 1		Level 2		Level 3		Total
Money market funds	$	12,467	$	—	$	—	$	12,467
U.S. corporate debt securities		—		73,378		—		73,378
U.S. Government agency debt securities		—		41,437		—		41,437
U.S. Treasury securities		—		6,882		—		6,882
Total	$	12,467	$	121,697	$	—	$	134,164

There are no financial liabilities measured at fair value on a recurring basis as of December 31, 2011.

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Stock-Based Compensation (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	$ 1,183,000	$ 1,165,000	$ 2,541,000	$ 1,867,000
Unrecognized compensation expense	7,600,000		7,600,000
Average vesting period, years			2 years 6 months
Stock-based compensation			2,541,000	1,867,000
Cost of Sales [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	8,000	14,000	22,000	33,000
Research and Development Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	149,000	156,000	346,000	311,000
Selling, General and Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	1,026,000	995,000	2,173,000	1,523,000
Carl Pelzel [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation				$ 400,000

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Net Income (Loss) Per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Net Income (Loss) Per Common Share [Abstract]

Summary Of Basic And Diluted Earnings Per Share Calculation

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except for per share amounts)	2012		2011		2012		2011
Numerator:
Net income (loss)	$	(15,780)	$	(5,679)	$	(24,582)	$	93,138
Denominator for basic net income (loss) per share		55,787		54,056		55,671		53,707
Net effect of dilutive common stock equivalents		—		—		—		2,176
Denominator for diluted net income (loss) per share:		55,787		54,056		55,671		55,883
Basic net income (loss) per share	$	(0.28)	$	(0.11)	$	(0.44)	$	1.73
Diluted net income (loss) per share	$	(0.28)	$	(0.11)	$	(0.44)	$	1.67

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Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ (15,780)	$ (5,679)	$ (24,582)	$ 93,138
Change in unrealized gain (loss) on available-for-sale securities	(9)	97	84	86
Comprehensive income (loss)	$ (15,789)	$ (5,582)	$ (24,498)	$ 93,224

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Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2012

Comprehensive Income (Loss) [Abstract]

Schedule Of Comprehensive Income (Loss)

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net income (loss)	$	(15,780)	$	(5,679)	$	(24,582)	$	93,138
Change in unrealized gains (losses) on available-for-sale securities		(9)		97		84		86
Total comprehensive income (loss)	$	(15,789)	$	(5,582)	$	(24,498)	$	93,224

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Net Income (Loss) Per Common Share

6 Months Ended

Jun. 30, 2012

Net Income (Loss) Per Common Share [Abstract]

Net Income (Loss) Per Common Share

NOTE 3.NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus dilutive common shares for the period determined using the treasury-stock method. For purposes of this calculation, options to purchase stock are considered to be potential common shares and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive. Basic and diluted earnings per share are calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except for per share amounts)	2012		2011		2012		2011
Numerator:
Net income (loss)	$	(15,780)	$	(5,679)	$	(24,582)	$	93,138
Denominator for basic net income (loss) per share		55,787		54,056		55,671		53,707
Net effect of dilutive common stock equivalents		—		—		—		2,176
Denominator for diluted net income (loss) per share:		55,787		54,056		55,671		55,883
Basic net income (loss) per share	$	(0.28)	$	(0.11)	$	(0.44)	$	1.73
Diluted net income (loss) per share	$	(0.28)	$	(0.11)	$	(0.44)	$	1.67

For the three and six months ended June 30, 2012, 5.5 million common stock equivalents were not included in dilutive shares because their effect is anti-dilutive. For the three and six months ended June 30, 2011, the total number of antidilutive outstanding common stock equivalents excluded from the diluted net income per share computation was 4.0 million and 0.8 million, respectively.

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Condensed Statements Of Operations And Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Product sales	$ 3,201	$ 16,153	$ 5,310	$ 31,464
Royalties	9,577	67	18,998	232
License and other revenue	1,332	4,998	6,637	72,623
Total revenues	14,110	21,218	30,945	104,319
Costs and expenses:
Cost of sales	1,442	2,140	1,960	3,775
Research and development expense	3,525	4,043	7,007	9,197
Selling, general and administrative expense:
Promotion fee expense		11,055		21,317
Other selling, general and administrative expense	25,021	9,976	46,793	17,216
Total selling, general and administrative expense	25,021	21,031	46,793	38,533
Amortization of intangible assets	105		105
Gain on settlement agreement				(40,000)
Total costs and expenses	30,093	27,214	55,865	11,505
Income (loss) from operations	(15,983)	(5,996)	(24,920)	92,814
Other income (expense):
Interest and other income	204	357	347	436
Interest expense		(39)		(109)
Total other income (expense)	204	318	347	327
Net income (loss) before income taxes	(15,779)	(5,678)	(24,573)	93,141
Provision for income taxes	(1)	(1)	(9)	(3)
Net income (loss)	(15,780)	(5,679)	(24,582)	93,138
Change in unrealized gain (loss) on available-for-sale securities	(9)	97	84	86
Comprehensive income (loss)	$ (15,789)	$ (5,582)	$ (24,498)	$ 93,224
Basic net income (loss) per common share	$ (0.28)	$ (0.11)	$ (0.44)	$ 1.73
Diluted net income (loss) per common share	$ (0.28)	$ (0.11)	$ (0.44)	$ 1.67
Shares used in computing basic net income (loss) per common share	55,786,617	54,056,064	55,670,598	53,706,617
Shares used in computing diluted net income (loss) per common share	55,786,617	54,056,064	55,670,598	55,883,346

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Leases

6 Months Ended

Jun. 30, 2012

Leases [Abstract]

Leases

NOTE 13. LEASES

In April 2012, the Company entered into an office and laboratory lease agreement to lease approximately 52,500 rentable square feet in Newark, California commencing on December 1, 2012. The Company is obligated to lease approximately 8,000 additional rentable square feet commencing no later than December 1, 2015.The Lease will expire on November 30, 2022.  However, the Company has the right to renew the lease for one additional five year term, provided that written notice is made to the landlord no later than 12 months prior to the lease expiration. The Company will have the one-time right to terminate the lease in its entirety effective as of November 30, 2017 by delivering written notice to the landlord on or before December 1, 2016.  In the event of such termination, the Company will pay the landlord the unamortized portion of the tenant improvement allowance, specified additional allowances made by the landlord, waived base rent and leasing commissions, in each case amortized at 8% interest.

The Company was allowed to control physical access to the premises upon signing the lease therefore, in accordance with the applicable accounting guidance, the lease term was deemed to have commenced in April 2012. Accordingly, the rent free periods and the escalating rent payments contained within the lease are being recognized on a straight-line basis from April 2012. The Company will pay approximately $12.2 million in aggregate as rent over the term of the lease for the above premises. Rent expense and deferred rent for the new lease was approximately $0.3 million for the three and six months ended June 30, 2012.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document And Entity Information [Abstract]
Entity Registrant Name	DEPOMED INC
Entity Central Index Key	0001005201
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	true
Amendment Description	Depomed, Inc. (Depomed or the Company) is filing this Amendment No. 1 (this "Form 10-Q/A") to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 3, 2012 (the "Form 10-Q"), for the sole purpose of correcting errors within its Interactive Data File included in the Form 10-Q filing as Exhibit 101. In the previously-furnished Interactive Data File, Note 2 - Cash, cash equivalents and marketable securities was not block-text tagged and tables from the block-text tagging of Note 7 - Comprehensive income (loss) and Note 9 - Accounts payable and accrued liabilities were not included. No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		56,028,068

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Business Combinations

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Business Combinations

NOTE 14. BUSINESS COMBINATIONS

On June 21, 2012, the Company entered into an Asset Purchase Agreement with Xanodyne, pursuant to which Depomed acquired Xanodyne’s product Zipsor and related inventory for $26.4 million in cash, and assumed certain product related liabilities relating to Zipsor. In addition, the Company will make a one-time contingent payment to Xanodyne of $2.0 million in cash at the end of the first calendar year in which Depomed’s net sales of Zipsor® products exceed $30.0 million and an additional, one-time contingent payment to Xanodyne of $3.0 million in cash at the end of the first year in which Depomed’s net sales of Zipsor® products exceed $60.0 million.

In accordance with the authoritative guidance for business combinations, the Asset Purchase Agreement with Xanodyne was determined to be a business combination and was accounted for using the acquisition method of accounting. Neither separate financial statements nor pro forma results of operations have been presented because the acquisition transaction does not meet the qualitative or quantitative materiality tests under Regulation S-X.

Pursuant to the Asset Purchase Agreement, $3.0 of the initial payment will be held in escrow for eighteen months and applied towards the indemnification obligations of Xanodyne as set forth in the Asset Purchase Agreement.

The following table presents a summary of the purchase price consideration for the Zipsor acquisition (in thousands):

(in thousands)

Cash for Zipsor and related inventories	$	26,436
Fair Value of contingent consideration		1,303
Purchase Price	$	27,739

The contingent consideration was recognized and measured at fair value as of the acquisition date and is included within other long-term liabilities in the accompanying balance sheet. The Company determined the acquisition date fair value of the contingent consideration obligation based on an income approach derived from Zipsor revenue estimates and a probability assessment with respect to the likelihood of achieving the level of net sales that would trigger the contingent payment. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will re-measure the contingent consideration obligation to estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled.

The following table summarizes the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date (in thousands):

Intangible asset - Zipsor product rights	$	27,100
Inventories		2,428
Other assets		100
Property, plant and equipment		43
Current liabilities		(1,840)
Bargain purchase		(92)
	$	27,739

The Zipsor product rights of $27.1 million have been recorded as intangible assets on the accompanying condensed balance sheet and are being amortized over the estimated useful life of the asset on a straight-line basis through July 2019. Total amortization expense for the three and six months ended June 30, 2012 was approximately $0.1 million.

The fair value of inventories acquired included a step-up in the value of Zipsor inventories of $1.9 million which will be amortized to cost of sales as the acquired inventories are sold. The bargain purchase amount has been recorded within Interest and other income in the accompanying condensed statement of operations and comprehensive income.

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Condensed Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Operating Activities
Net income (loss)	$ (24,582)	$ 93,138
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	320	197
Amortization of Investments	484	(74)
Gain on bargain purchase	(92)
Allowance for inventory obsolescence	696
Stock-based compensation	2,541	1,867
Changes in assets and liabilities:
Accounts receivable	1,667	(1,597)
Inventories	(902)	(3,443)
Prepaid and other assets	(1,107)	(1,572)
Accounts payable and other accrued liabilities	2,545	4,074
Accrued compensation	(738)	729
Deferred revenue	(5,697)	(11,235)
Net cash provided by (used in) operating activities	(24,865)	82,084
Investing Activities
Purchases of property and equipment	(502)	(444)
Acquisition of Businesses	(26,436)
Purchases of marketable securities	(28,463)	(94,777)
Maturities of marketable securities	38,737	21,399
Sales of marketable securities	29,566
Net cash provided by (used in) investing activities	12,902	(73,822)
Financing Activities
Principal payments on long-term debt		(2,098)
Proceeds from issuance of common stock	1,441	7,621
Net cash provided by (used in) financing activities	1,441	5,523
Net increase (decrease) in cash and cash equivalents	(10,522)	13,785
Cash and cash equivalents at beginning of period	24,043	22,526
Cash and cash equivalents at end of period	$ 13,521	$ 36,311

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Inventories

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

NOTE 8.INVENTORIES

Inventories consist of finished goods, raw materials and work in process and are stated at the lower of cost or market and consist of the following (in thousands):

	June 30,		December 31,
	2012		2011
Raw materials	$	1,786	$	1,244
Work-in-process		1,289		643
Finished goods		5,273		2,831
Deferred costs		377		677
Less: allowance for obsolescence		(696)		—
Total	$	8,029	$	5,395

The fair value of inventories acquired included a step-up in the value of Zipsor inventories of $1.9 million which will be amortized to cost of sales as the acquired inventories are sold.

Deferred costs at June 30 2012 represent the costs of Gralise product shipped for which recognition of revenue has been deferred. Deferred costs at December 31, 2011 represent the costs of Gralise and Proquin XR products shipped for which recognition of revenue has been deferred.

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Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2012

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

NOTE 7.COMPREHENSIVE INCOME (LOSS)

The following table summarizes components of total comprehensive income (loss) (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net income (loss)	$	(15,780)	$	(5,679)	$	(24,582)	$	93,138
Change in unrealized gains (losses) on available-for-sale securities		(9)		97		84		86
Total comprehensive income (loss)	$	(15,789)	$	(5,582)	$	(24,498)	$	93,224

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Schedule Of Stock Based Compensation Expense Recognized

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cost of sales	$	8	$	14	$	22	$	33
Research and development expense		149		156		346		311
Selling, general and administrative expense		1,026		995		2,173		1,523
Total	$	1,183	$	1,165	$	2,541	$	1,867

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

NOTE 15. SUBSEQUENT EVENTS

On July 31, 2012, the Company submitted a New Drug Application (NDA) for Serada for the treatment of menopausal hot flashes to the FDA. 

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Absract]

Related Party Transactions

NOTE 11.  RELATED PARTY TRANSACTIONS

Carl A. Pelzel

In April 2011, the Company entered into a separation agreement and release with Carl A. Pelzel, the Company’s former President and Chief Executive Officer. Pursuant to the separation agreement, Mr. Pelzel was paid $520,000, which is equivalent to one year of his base salary.  Payments are being made over one year, and will be reduced dollar-for-dollar by any compensation Mr. Pelzel receives in connection with employment (or full-time consulting) by another employer (or third party).  The Company is also paying Mr. Pelzel’s health and dental insurance COBRA premiums for up to 18 months following his separation from the Company.  The separation agreement further provides for three months’ accelerated vesting of Mr. Pelzel’s options to purchase the Company’s common stock, and a release of claims in favor of the Company.The Company incurred a one-time severance charge of approximately $1.0 million in the second quarter of 2011 with respect to this separation agreement, consisting of approximately $0.4 million in stock-based compensation related to the accelerated vesting of Mr. Pelzel’s awards and approximately $0.6 million of severance expense related to future payments and health care benefits.

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Accounts Payable And Accrued Liabilities

6 Months Ended

Jun. 30, 2012

Accounts Payable And Accrued Liabilities [Abstract]

Accounts Payable And Accrued Liabilities

NOTE 9.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following (in thousands):

	June 30,		December 31,
	2012		2011
Accounts payable	$	2,857	$	2,417
Accrued compensation		2,497		3,235
Accrued clinical trial expense		325		31
Accrued rebates and sales discounts		3,161		2,626
Allowance for product returns		11,909		9,843
Accrued contract sales organization fees		3,560		3,365
Other accrued liabilities		5,859		5,267
Total accounts payable and accrued liabilities	$	30,168	$	26,784

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Shareholders' Equity

6 Months Ended

Jun. 30, 2012

Shareholders' Equity [Abstract]

Shareholders' Equity

NOTE 10.SHAREHOLDERS’ EQUITY

Option Exercises

For the three and six months ended June 30, 2012, employees and consultants exercised options to purchase 168,855 and 302,916 shares of the Company’s common stock with net proceeds to the Company of approximately $0.5 million and $1.0 million, respectively.

Employee Stock Purchase Plan

In May 2012, the Company sold 109,282 shares under the ESPP. The shares were purchased at a weighted average purchase price of $4.18 per share with proceeds of approximately $0.5 million.

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Income Taxes

NOTE 12.INCOME TAXES

As of December 31, 2011 and June 30, 2012, the Company had $3.6 million and $3.6 million of unrecognized tax benefits, respectively. All tax years since inception remain open to examination by the Internal Revenue Service and the California Franchise Tax Board until such time the Company’s net operating losses and credits are either utilized or expire. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense by the Company. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits.The Company does not foresee any material changes to unrecognized tax benefits within the next twelve months except as related to any new items impacting the current year operations.

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Long-Term Debt (Details) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended		1 Months Ended
	Jul. 31, 2008	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2008	Jun. 30, 2008 First Tranche [Member]	Jul. 31, 2008 Second Tranche [Member]	Jul. 31, 2008 Third Tranche [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity				$ 15,000,000
Line of credit facility, outstanding					3,800,000	5,600,000	5,600,000
Unused capacity fee percentage	2.00%
Line of credit facility, interest rate	11.59%
Interest expense		$ 25,000	$ 81,000

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Cash, Cash Equivalents And Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2012

Cash, Cash Equivalents And Marketable Securities [Abstract]

Summary Of Cash, Cash Equivalents, And Marketable Securities

			Gross		Gross
	Amortized		Unrealized		Unrealized
June 30, 2012	Cost		Gains		Losses		Fair Value
Cash and cash equivalents:
Cash	$	7,640	$	—	$	—	$	7,640
Money market funds		882		—		—		882
Corporate debt securities		4,999		—		—		4,999
U.S. government agency debt securities		—		—		—		-
Total cash and cash equivalents	$	13,521	$	—	$	—	$	13,521
Available-for-sale securities:
Total maturing within 1 year and included in marketable securities:
Corporate debt securities	$	35,512	$	33	$	(5)	$	35,540
Government agency debt securities		19,815		21		—		19,836
U.S. Treasury securities		3,314		1		—		3,315
Total maturing between 1 and 2 years and included in marketable securities:								-
Corporate debt securities		4,934		14		—		4,948
U.S. government agency debt securities		5,505		10		—		5,515
U.S. Treasury securities		6,359		—		(3)		6,356
Total available-for-sale securities	$	75,439	$	79	$	(8)	$	75,510
Total cash, cash equivalents and marketable securities	$	88,960	$	79	$	(8)	$	89,031
	Amortized		Unrealized		Unrealized
December 31, 2011	Cost		Gains		Losses		Fair Value
Cash and cash equivalents:
Cash	$	5,629	$	—	$	—	$	5,629
Money market funds		12,467		—		—		12,467
U.S. corporate debt securities		5,947		—		—		5,947
Total cash and cash equivalents	$	24,043	$	—	$	—	$	24,043
Available-for-sale securities:
Total maturing within 1 year and included in marketable securities:
Corporate debt securities	$	49,717	$	10	$	(9)	$	49,718
U.S. government agency debt securities		5,503		2		—		5,505
U.S. Treasury securities		6,870		13		—		6,883
Total maturing between 1 and 2 years and included in marketable securities:
Corporate debt securities		17,767		7		(62)		17,712
U.S. government agency debt securities		35,906		30		(4)		35,932
Total available-for-sale securities	$	115,763	$	62	$	(75)	$	115,750
Total cash, cash equivalents and marketable securities	$	139,806	$	62	$	(75)	$	139,793

Schedule Of Gross Unrealized Losses And Fair Values Of Investments

	Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate debt securities	$	16,215	$	(5)	$	—	$	—	$	16,215	$	(5)
U.S. Treasury securities		8,370		(3)		—		—		8,370		(3)
U.S. government agency debt securities		—		—		—		—		-		-
Total available-for-sale	$	24,585	$	(8)	$	—	$	—	$	24,585	$	(8)

Schedule Of Financial Assets Measured At Fair Value On A Recurring Basis

Assets:

	Level 1		Level 2		Level 3		Total
Money market funds	$	882	$	—	$	—	$	882
Corporate debt securities		—		45,487		—		45,487
Government agency debt securities		—		25,350		—		25,350
U.S. Treasury securities		—		9,672		—		9,672
Total	$	882	$	80,509	$	—	$	81,391
Liabilities:
Contingent consideration	$	—	$	—	$	1,303	$	1,303

The fair value measurement of the contingent consideration obligations arises from the Zipsor acquisition and relates to the potential future milestone payments under the Zipsor agreement which is determined using Level 3 inputs. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will re-measure the contingent consideration obligation arising from the Zipsor acquisition to its estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled.

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2011 (in thousands):

	Level 1		Level 2		Level 3		Total
Money market funds	$	12,467	$	—	$	—	$	12,467
U.S. corporate debt securities		—		73,378		—		73,378
U.S. Government agency debt securities		—		41,437		—		41,437
U.S. Treasury securities		—		6,882		—		6,882
Total	$	12,467	$	121,697	$	—	$	134,164

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Accounts Payable And Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Accounts Payable And Accrued Liabilities [Abstract]

Schedule Of Accounts Payable And Accrued Liabilities

	June 30,		December 31,
	2012		2011
Accounts payable	$	2,857	$	2,417
Accrued compensation		2,497		3,235
Accrued clinical trial expense		325		31
Accrued rebates and sales discounts		3,161		2,626
Allowance for product returns		11,909		9,843
Accrued contract sales organization fees		3,560		3,365
Other accrued liabilities		5,859		5,267
Total accounts payable and accrued liabilities	$	30,168	$	26,784

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Income Taxes [Abstract]
Unrecognized tax benefits	$ 3.6	$ 3.6

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Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Depomed, Inc. (Depomed or the Company) was incorporated in California in 1997 and is a specialty pharmaceutical company focused on pain and other conditions and diseases of the central nervous system. The Company has developed two products approved by the U.S. Food and Drug Administration (FDA) that are currently being marketed.Gralise® (gabapentin) is the Company's once-daily tablet for the management of postherpetic neuralgia that was launched and made commercially available in October 2011. Glumetza® (metformin hydrochloride extended release tablets) is the Company's once-daily treatment for adults with type 2 diabetes that is commercialized in the United States by Santarus, Inc. (Santarus).

On June 21, 2012, the Company acquired all rights to Zipsor® (diclofenac potassium) liquid filled capsules (Zipsor), from Xanodyne Pharmaceuticals, Inc (Xanodyne).Zipsor is a non-steroidal anti-inflammatory drug (NSAID) indicated for the relief of mild to moderate acute pain in adults. The purchase price for this transaction was $26.4 million in cash for the rights to Zipsor and related inventory as well as potential milestone payments based on sales of Zipsor and assumption of certain liabilities. The Company began distributing Zipsor to wholesalers and retail pharmacies subsequent to the acquisition date. See Note 14 for further information on the acquisition of Zipsor.

The Company also has two product candidates under clinical development, DM-1992 for Parkinson's disease and Serada for the treatment of menopausal hot flashes.

Basis of Presentation

These unaudited condensed financial statements and the related footnote information of Depomed, Inc. (the Company or Depomed) have been prepared pursuant to the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The results for the interim period ended June 30, 2012 are not necessarily indicative of results to be expected for the entire year ending December 31, 2012 or future operating periods.

The accompanying condensed financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K filed with the SEC. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although management believes these estimates are based upon reasonable assumptions within the bounds of its knowledge of the Company’s business and operations, actual results could differ materially from those estimates.

Revenue Recognition

The Company recognizes revenue from the sale of its products, royalties earned, and on payments received and services performed under contractual arrangements. Revenue arrangements with multiple elements are evaluated to determine whether the multiple elements met certain criteria for dividing the arrangement into separate units of accounting, including whether the delivered element(s) have stand-alone value to the Company’s customer or licensee. Where there are multiple deliverables combined as a single unit of accounting, revenues are deferred and recognized over the period that we remain obligated to perform services.

Revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable and the Company is reasonably assured of collecting the resulting receivable.

·Product Sales:

·Gralise: The Company sells Gralise (gabapentin) once-daily tablets to wholesalers and retail pharmacies and began shipping to customers in October 2011. The Company accepts returns of unsalable product from customers within a return period of six months prior to, and twelve months following product expiration. Gralise tablets currently have a shelf-life of 24 months from date of manufacture. In October 2011, the Company offered launch incentives for customers to stock Gralise at pharmacies and wholesalers, which included discounts and extended payment terms. Given the limited history of prescriptions of Gralise and launch incentives associated with stocking Gralise, the Company currently cannot reliably estimate expected returns of the product at the time of shipment. Accordingly, the Company defers recognition of revenue on product shipments of Gralise until the right of return no longer exists, which occurs at the earlier of the time Gralise units are dispensed through patient prescriptions or expiration of the right of return. The Company estimates patient prescriptions dispensed using an analysis of third-party information, including third-party market research data and information obtained from wholesalers with respect to inventory levels and inventory movement. As a result of this policy, the Company has a deferred revenue balance of $4.5 million at June 30, 2012 related to Gralise product shipments that have not been recognized as revenue, which is net of wholesaler fees, retail pharmacy discounts, launch discounts and prompt payment discounts. The Company has recognized $3.2 million and $5.0 million in product sales, which is net of wholesaler fees, retail pharmacy discounts, prompt payment discounts, patient support programs, and government chargebacks and rebates for the three and six months ended June 30, 2012, respectively. If the Company underestimates or overestimates patient prescriptions dispensed for a given period, adjustments to revenue may be necessary in future periods.

In addition, the costs of manufacturing Gralise associated with the deferred revenue are recorded as deferred costs, which are included in inventory until the related deferred revenue is recognized.

·Glumetza: The Company sold and recorded product sales on shipments of Glumetza (metformin hydrochloride extended release tablets) to wholesalers and retail pharmacies through August 2011.  The Company and Santarus entered into a commercialization agreement in August 2011 under which Depomed transferred the rights to manufacture and distribute Glumetza in the United States to Santarus. Santarus commenced selling Glumetza in September 2011 and began recording product sales.  See Note 4 for further information on the Santarus commercialization agreement.

Product distributed by Depomed through August 2011 is subject to rights of return six months before product expiration and up to twelve months after product expiration. The Company recognized revenue for Glumetza sales at the time title transferred to its customers, which occurred at the time product was delivered to its customers.Revenue from sales of Glumetza was recorded net of estimated allowances for returns, wholesaler and retail pharmacy fees, prompt pay discounts, patient discount programs, government rebates and chargebacks and managed care rebates.

·Zipsor: On June 21, 2012 (the acquisition date), the Company acquired all rights to Zipsor (diclofenac potassium) liquid filled capsules from Xanodyne and began distributing Zipsor to wholesalers and retail pharmacies. The Company accepts returns of unsalable product from customers within a return period of six months prior to, and twelve months following product expiration. The Company recognizes revenue for Zipsor sales at the time title transfers to its customers, which occurs at the time product is delivered to its customers. Revenue from sales of Zipsor is recorded net of estimated allowances for returns, wholesaler and retail pharmacy fees, prompt pay discounts, patient discount programs, government rebates and chargebacks rebates. See Note 14 for further information on the acquisition of Zipsor.

·Product Sales Allowances - The Company recognizes product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on amounts owed or to be claimed on related sales. These estimates take into consideration the terms of the Company’s agreements with customers, historical product returns, rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product, and specific known market events, such as competitive pricing and new product introductions. If actual future results vary from the Company’s estimates, the Company may adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. The Company’s product sales allowances include:

·Product Returns - The Company estimates product returns on sales of Glumetza through August 2011 and on sales of Zipsor since the acquisition date. Under the terms of the Zipsor Asset Purchase Agreement, the Company also assumed certain liabilities relating to product returns, governmental rebates and chargebacks and patient discount programs associated with Zipsor sales that were previously recorded by Xanodyne. See Note 14 for further information on the acquisition of Zipsor.

Company allows customers to return product that is within six months before, and up to twelve months after, its product expiration date.The shelf life of the 500mg Glumetza is currently 48 months from the date of tablet manufacture. On product launch in August 2006 and through the second quarter of 2008, the shelf life of 500mg Glumetza product shipped was 36 months from the date of tablet manufacture. The shelf life of the 1000mg Glumetza is 24 to 36 months from the date of tablet manufacture. The shelf life of Zipsor is 36 months from the date of tablet manufacture. The Company monitors actual return history on an individual product lot basis since product launch, which provides it with a basis to reasonably estimate future product returns, taking into consideration the shelf life of product, shipment and prescription trends, estimated distribution channel inventory levels, and consideration of the introduction of competitive products.

As noted earlier, the Company currently does not estimate product returns on sales of Gralise.

·Managed Care Rebates - The Company offers rebates under contracts with certain managed care organizations. The Company establishes an accrual equal to its estimates of future managed care rebates attributable to sales and recognizes the estimated rebates as a reduction of revenue in the same period the related revenue is recognized. The Company estimates its managed care rebates based on the terms of each agreement, estimated levels of inventory in the distribution channel, and historical and expected future utilization of product by the managed care organization.

·Wholesaler and Retail Pharmacy Discounts - The Company offers discounts to certain wholesale distributors and retail pharmacies based on contractually determined rates. The Company accrues the applicable contractual discount on shipment to wholesale distributors and retail pharmacies and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

·Prompt Pay Discounts - The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for prompt payment. Based on the Company’s experience, the Company expects its customers to comply with the prompt payment terms to earn the cash discount. The Company accounts for cash discounts by reducing accounts receivable by the full amount and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

·Medicaid Rebates - The Company participates in Medicaid rebate programs, which provide assistance to eligible low-income patients based on each individual state’s guidelines regarding eligibility and services. Under the Medicaid rebate programs, the Company pays a rebate to each participating state, generally two to three months after the quarter in which the prescription is filled. The Company estimates and accrues Medicaid rebates based on product pricing, current rebates and changes in the level of discounts the Company offers that may affect the level of Medicaid discount, historical and estimated future percentages of product sold to Medicaid recipients and estimated levels of inventory in the distribution channel.

·Chargebacks - The Company provides discounts to authorized users of the Federal Supply Schedule (FSS) of the General Services Administration under an FSS contract with the Department of Veterans Affairs.These federal entities purchase products from wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the federal entity paid for the product.The Company estimates and accrues chargebacks based on estimated wholesaler inventory levels, current contract prices and historical chargeback activity.

·Medicare Part D Coverage Gap - The Company participates in the Medicare Part D Coverage Gap Discount Program under which the Company provides rebates on prescriptions that fall within the "donut hole" coverage gap. The Company estimates and accrues rebates based on historical utilization and recognizes the rebate as a reduction of revenue in the same period the related revenue is recognized.

·Patient Discount Programs - The Company offers patient discount card programs in which patients receive discounts at participating retail pharmacies that are reimbursed by the Company.The Company estimates and accrues future redemptions based on historical redemption activity.

·Royalties - Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reliably measured and collectability is reasonably assured.

Under the commercialization agreement between the Company and Santarus, the Company receives royalties on net sales of Glumetza distributed by Santarus in the United States. Santarus commenced distributing and recording product sales on shipments of Glumetza in September 2011. See Note 4 for further information on the Santarus commercialization agreement.

Royalties received from Santarus and Merck, Inc. (Merck) are recognized in the period earned as the royalty amounts can be estimated and collectability is reasonably assured.

Royalties received under the Company’s agreements with Valeant Pharmaceuticals International, Inc. (Valeant) and LG Life Sciences (LG) are recognized when the royalty payments are received as they cannot reliably be estimated.

·License and other arrangements - Revenue from license and collaborative arrangements is recognized when the Company has substantially completed its obligations under the terms of the arrangement and the Company’s remaining involvement is inconsequential and perfunctory. If the Company has significant continuing involvement under such an arrangement, license and collaborative fees are recognized over the estimated performance period. The Company recognizes milestone payments for its research and development collaborations upon the achievement of specified milestones if (1) the milestone is substantive in nature, and the achievement of the milestone was not reasonably assured at the inception of the agreement; (2) consideration earned relates to past performance, and (3) the milestone payment is nonrefundable. A milestone is considered substantive if the consideration earned from the achievement of the milestone is consistent with the Company’s performance required to achieve the milestone or consistent with the increase in value to the collaboration resulting from the Company’s performance, the consideration earned relates solely to past performance, and the consideration earned is reasonable relative to all of the other deliverables and payments within the arrangement. License, milestones and collaborative fee payments received in excess of amounts earned are classified as deferred revenue until earned.

Recently Issued Accounting Standards

In June 2011, the FASB issued guidance amending the presentation requirements for comprehensive income. Companies have the option to report total comprehensive income, including components of net income and components of other comprehensive income, as a single continuous statement or in two separate but consecutive statements. The Company adopted the presentation requirement effective January 1, 2012 and elected to report the components of comprehensive income in one single continuous statement as part of the Condensed Statement of Operations and Comprehensive Income. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820). ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.This update is effective for annual and interim periods beginning after December 15, 2011. This ASU did not have a material impact on the Company's financial statements.

In December 2011, the FASB issued Accounting Standards Update 2011-11, “Balance Sheet: Disclosures about Offsetting Assets and Liabilities”.  The differences in the requirements for offsetting assets and liabilities in the presentation of financial statements prepared in accordance with U.S. GAAP and financial statements prepared in accordance with International Financial Reporting Standards (IFRS) makes the comparability of those statements difficult.  The objective of this update is to facilitate comparison between those financial statements, specifically within the scope instruments and transaction eligible for offset in the form of derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements.  This update is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within that fiscal year.  Management does not expect this update to have a material effect on the Company’s financial statements.

In December 2011, the FASB issued Accounting Standards Update No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05" ("ASU 2011-12"). ASU 2011-12 defers the requirement in ASU 2011-05 to present reclassification adjustments for each component of accumulated other comprehensive income in both other comprehensive income and net income on the face of the financial statements and the presentation of reclassification adjustments is not required in interim periods. The effective dates of ASU 2011-12 are consistent with the effective dates of ASU 2011-05, which is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this standard did not have a material impact on our consolidated financial statements.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 6.STOCK-BASED COMPENSATION

The following table presents stock-based compensation expense recognized for stock options, stock awards, restricted stock units and the Company’s employee stock purchase program (ESPP) in the Company’s statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cost of sales	$	8	$	14	$	22	$	33
Research and development expense		149		156		346		311
Selling, general and administrative expense		1,026		995		2,173		1,523
Total	$	1,183	$	1,165	$	2,541	$	1,867

At June 30, 2012, the Company had $7.6 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock option grants that will be recognized over an average vesting period of 2.5 years.

For the three and six months ended June 30, 2011, the Company recognized approximately $0.4 million in stock-compensation expense associated with the accelerated vesting of stock options in connection with a separation agreement and release with Carl A. Pelzel, the Company’s former President and Chief Executive Officer. See Note 11 for further information with regards to the separation agreement and release.

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2012

Schedule Of Allocation Of The Purchase Price For Acquisition

Cash for Zipsor and related inventories	$	26,436
Fair Value of contingent consideration		1,303
Purchase Price	$	27,739

Fair Value [Member]

Schedule Of Allocation Of The Purchase Price For Acquisition

Intangible asset - Zipsor product rights	$	27,100
Inventories		2,428
Other assets		100
Property, plant and equipment		43
Current liabilities		(1,840)
Bargain purchase		(92)
	$	27,739

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Accounts Payable And Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts Payable And Accrued Liabilities [Abstract]
Accounts payable	$ 2,857	$ 2,417
Accrued compensation	2,497	3,235
Accrued clinical trial expense	325	31
Accrued rebates and sales discounts	3,161	2,626
Allowance for product returns	11,909	9,843
Accrued contract sales organization fees	3,560	3,365
Other accrued liabilities	5,859	5,267
Accounts Payable and Accrued Liabilities, Current, Total	$ 30,168	$ 26,784

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Summary Of Significant Accounting Policies (Policy)

6 Months Ended

Jun. 30, 2012

Summary Of Significant Accounting Policies [Abstract]

Organization

Organization

Depomed, Inc. (Depomed or the Company) was incorporated in California in 1997 and is a specialty pharmaceutical company focused on pain and other conditions and diseases of the central nervous system. The Company has developed two products approved by the U.S. Food and Drug Administration (FDA) that are currently being marketed.Gralise® (gabapentin) is the Company's once-daily tablet for the management of postherpetic neuralgia that was launched and made commercially available in October 2011. Glumetza® (metformin hydrochloride extended release tablets) is the Company's once-daily treatment for adults with type 2 diabetes that is commercialized in the United States by Santarus, Inc. (Santarus).

On June 21, 2012, the Company acquired all rights to Zipsor® (diclofenac potassium) liquid filled capsules (Zipsor), from Xanodyne Pharmaceuticals, Inc (Xanodyne).Zipsor is a non-steroidal anti-inflammatory drug (NSAID) indicated for the relief of mild to moderate acute pain in adults. The purchase price for this transaction was $26.4 million in cash for the rights to Zipsor and related inventory as well as potential milestone payments based on sales of Zipsor and assumption of certain liabilities. The Company began distributing Zipsor to wholesalers and retail pharmacies subsequent to the acquisition date. See Note 14 for further information on the acquisition of Zipsor.

The Company also has two product candidates under clinical development, DM-1992 for Parkinson's disease and Serada for the treatment of menopausal hot flashes.

Basis Of Presentation

Basis of Presentation

These unaudited condensed financial statements and the related footnote information of Depomed, Inc. (the Company or Depomed) have been prepared pursuant to the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The results for the interim period ended June 30, 2012 are not necessarily indicative of results to be expected for the entire year ending December 31, 2012 or future operating periods.

The accompanying condensed financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K filed with the SEC. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although management believes these estimates are based upon reasonable assumptions within the bounds of its knowledge of the Company’s business and operations, actual results could differ materially from those estimates.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue from the sale of its products, royalties earned, and on payments received and services performed under contractual arrangements. Revenue arrangements with multiple elements are evaluated to determine whether the multiple elements met certain criteria for dividing the arrangement into separate units of accounting, including whether the delivered element(s) have stand-alone value to the Company’s customer or licensee. Where there are multiple deliverables combined as a single unit of accounting, revenues are deferred and recognized over the period that we remain obligated to perform services.

Revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable and the Company is reasonably assured of collecting the resulting receivable.

·Product Sales:

·Gralise: The Company sells Gralise (gabapentin) once-daily tablets to wholesalers and retail pharmacies and began shipping to customers in October 2011. The Company accepts returns of unsalable product from customers within a return period of six months prior to, and twelve months following product expiration. Gralise tablets currently have a shelf-life of 24 months from date of manufacture. In October 2011, the Company offered launch incentives for customers to stock Gralise at pharmacies and wholesalers, which included discounts and extended payment terms. Given the limited history of prescriptions of Gralise and launch incentives associated with stocking Gralise, the Company currently cannot reliably estimate expected returns of the product at the time of shipment. Accordingly, the Company defers recognition of revenue on product shipments of Gralise until the right of return no longer exists, which occurs at the earlier of the time Gralise units are dispensed through patient prescriptions or expiration of the right of return. The Company estimates patient prescriptions dispensed using an analysis of third-party information, including third-party market research data and information obtained from wholesalers with respect to inventory levels and inventory movement. As a result of this policy, the Company has a deferred revenue balance of $4.5 million at June 30, 2012 related to Gralise product shipments that have not been recognized as revenue, which is net of wholesaler fees, retail pharmacy discounts, launch discounts and prompt payment discounts. The Company has recognized $3.2 million and $5.0 million in product sales, which is net of wholesaler fees, retail pharmacy discounts, prompt payment discounts, patient support programs, and government chargebacks and rebates for the three and six months ended June 30, 2012, respectively. If the Company underestimates or overestimates patient prescriptions dispensed for a given period, adjustments to revenue may be necessary in future periods.

In addition, the costs of manufacturing Gralise associated with the deferred revenue are recorded as deferred costs, which are included in inventory until the related deferred revenue is recognized.

·Glumetza: The Company sold and recorded product sales on shipments of Glumetza (metformin hydrochloride extended release tablets) to wholesalers and retail pharmacies through August 2011.  The Company and Santarus entered into a commercialization agreement in August 2011 under which Depomed transferred the rights to manufacture and distribute Glumetza in the United States to Santarus. Santarus commenced selling Glumetza in September 2011 and began recording product sales.  See Note 4 for further information on the Santarus commercialization agreement.

Product distributed by Depomed through August 2011 is subject to rights of return six months before product expiration and up to twelve months after product expiration. The Company recognized revenue for Glumetza sales at the time title transferred to its customers, which occurred at the time product was delivered to its customers.Revenue from sales of Glumetza was recorded net of estimated allowances for returns, wholesaler and retail pharmacy fees, prompt pay discounts, patient discount programs, government rebates and chargebacks and managed care rebates.

·Zipsor: On June 21, 2012 (the acquisition date), the Company acquired all rights to Zipsor (diclofenac potassium) liquid filled capsules from Xanodyne and began distributing Zipsor to wholesalers and retail pharmacies. The Company accepts returns of unsalable product from customers within a return period of six months prior to, and twelve months following product expiration. The Company recognizes revenue for Zipsor sales at the time title transfers to its customers, which occurs at the time product is delivered to its customers. Revenue from sales of Zipsor is recorded net of estimated allowances for returns, wholesaler and retail pharmacy fees, prompt pay discounts, patient discount programs, government rebates and chargebacks rebates. See Note 14 for further information on the acquisition of Zipsor.

·Product Sales Allowances - The Company recognizes product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on amounts owed or to be claimed on related sales. These estimates take into consideration the terms of the Company’s agreements with customers, historical product returns, rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product, and specific known market events, such as competitive pricing and new product introductions. If actual future results vary from the Company’s estimates, the Company may adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. The Company’s product sales allowances include:

·Product Returns - The Company estimates product returns on sales of Glumetza through August 2011 and on sales of Zipsor since the acquisition date. Under the terms of the Zipsor Asset Purchase Agreement, the Company also assumed certain liabilities relating to product returns, governmental rebates and chargebacks and patient discount programs associated with Zipsor sales that were previously recorded by Xanodyne. See Note 14 for further information on the acquisition of Zipsor.

Company allows customers to return product that is within six months before, and up to twelve months after, its product expiration date.The shelf life of the 500mg Glumetza is currently 48 months from the date of tablet manufacture. On product launch in August 2006 and through the second quarter of 2008, the shelf life of 500mg Glumetza product shipped was 36 months from the date of tablet manufacture. The shelf life of the 1000mg Glumetza is 24 to 36 months from the date of tablet manufacture. The shelf life of Zipsor is 36 months from the date of tablet manufacture. The Company monitors actual return history on an individual product lot basis since product launch, which provides it with a basis to reasonably estimate future product returns, taking into consideration the shelf life of product, shipment and prescription trends, estimated distribution channel inventory levels, and consideration of the introduction of competitive products.

As noted earlier, the Company currently does not estimate product returns on sales of Gralise.

·Managed Care Rebates - The Company offers rebates under contracts with certain managed care organizations. The Company establishes an accrual equal to its estimates of future managed care rebates attributable to sales and recognizes the estimated rebates as a reduction of revenue in the same period the related revenue is recognized. The Company estimates its managed care rebates based on the terms of each agreement, estimated levels of inventory in the distribution channel, and historical and expected future utilization of product by the managed care organization.

·Wholesaler and Retail Pharmacy Discounts - The Company offers discounts to certain wholesale distributors and retail pharmacies based on contractually determined rates. The Company accrues the applicable contractual discount on shipment to wholesale distributors and retail pharmacies and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

·Prompt Pay Discounts - The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for prompt payment. Based on the Company’s experience, the Company expects its customers to comply with the prompt payment terms to earn the cash discount. The Company accounts for cash discounts by reducing accounts receivable by the full amount and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized.

·Medicaid Rebates - The Company participates in Medicaid rebate programs, which provide assistance to eligible low-income patients based on each individual state’s guidelines regarding eligibility and services. Under the Medicaid rebate programs, the Company pays a rebate to each participating state, generally two to three months after the quarter in which the prescription is filled. The Company estimates and accrues Medicaid rebates based on product pricing, current rebates and changes in the level of discounts the Company offers that may affect the level of Medicaid discount, historical and estimated future percentages of product sold to Medicaid recipients and estimated levels of inventory in the distribution channel.

·Chargebacks - The Company provides discounts to authorized users of the Federal Supply Schedule (FSS) of the General Services Administration under an FSS contract with the Department of Veterans Affairs.These federal entities purchase products from wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the federal entity paid for the product.The Company estimates and accrues chargebacks based on estimated wholesaler inventory levels, current contract prices and historical chargeback activity.

·Medicare Part D Coverage Gap - The Company participates in the Medicare Part D Coverage Gap Discount Program under which the Company provides rebates on prescriptions that fall within the "donut hole" coverage gap. The Company estimates and accrues rebates based on historical utilization and recognizes the rebate as a reduction of revenue in the same period the related revenue is recognized.

·Patient Discount Programs - The Company offers patient discount card programs in which patients receive discounts at participating retail pharmacies that are reimbursed by the Company.The Company estimates and accrues future redemptions based on historical redemption activity.

·Royalties - Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reliably measured and collectability is reasonably assured.

Under the commercialization agreement between the Company and Santarus, the Company receives royalties on net sales of Glumetza distributed by Santarus in the United States. Santarus commenced distributing and recording product sales on shipments of Glumetza in September 2011. See Note 4 for further information on the Santarus commercialization agreement.

Royalties received from Santarus and Merck, Inc. (Merck) are recognized in the period earned as the royalty amounts can be estimated and collectability is reasonably assured.

Royalties received under the Company’s agreements with Valeant Pharmaceuticals International, Inc. (Valeant) and LG Life Sciences (LG) are recognized when the royalty payments are received as they cannot reliably be estimated.

License and other arrangements - Revenue from license and collaborative arrangements is recognized when the Company has substantially completed its obligations under the terms of the arrangement and the Company’s remaining involvement is inconsequential and perfunctory. If the Company has significant continuing involvement under such an arrangement, license and collaborative fees are recognized over the estimated performance period. The Company recognizes milestone payments for its research and development collaborations upon the achievement of specified milestones if (1) the milestone is substantive in nature, and the achievement of the milestone was not reasonably assured at the inception of the agreement; (2) consideration earned relates to past performance, and (3) the milestone payment is nonrefundable. A milestone is considered substantive if the consideration earned from the achievement of the milestone is consistent with the Company’s performance required to achieve the milestone or consistent with the increase in value to the collaboration resulting from the Company’s performance, the consideration earned relates solely to past performance, and the consideration earned is reasonable relative to all of the other deliverables and payments within the arrangement. License, milestones and collaborative fee payments received in excess of amounts earned are classified as deferred revenue until earned.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In June 2011, the FASB issued guidance amending the presentation requirements for comprehensive income. Companies have the option to report total comprehensive income, including components of net income and components of other comprehensive income, as a single continuous statement or in two separate but consecutive statements. The Company adopted the presentation requirement effective January 1, 2012 and elected to report the components of comprehensive income in one single continuous statement as part of the Condensed Statement of Operations and Comprehensive Income. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820). ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.This update is effective for annual and interim periods beginning after December 15, 2011. This ASU did not have a material impact on the Company's financial statements.

In December 2011, the FASB issued Accounting Standards Update 2011-11, “Balance Sheet: Disclosures about Offsetting Assets and Liabilities”.  The differences in the requirements for offsetting assets and liabilities in the presentation of financial statements prepared in accordance with U.S. GAAP and financial statements prepared in accordance with International Financial Reporting Standards (IFRS) makes the comparability of those statements difficult.  The objective of this update is to facilitate comparison between those financial statements, specifically within the scope instruments and transaction eligible for offset in the form of derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements.  This update is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within that fiscal year.  Management does not expect this update to have a material effect on the Company’s financial statements.

In December 2011, the FASB issued Accounting Standards Update No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05" ("ASU 2011-12"). ASU 2011-12 defers the requirement in ASU 2011-05 to present reclassification adjustments for each component of accumulated other comprehensive income in both other comprehensive income and net income on the face of the financial statements and the presentation of reclassification adjustments is not required in interim periods. The effective dates of ASU 2011-12 are consistent with the effective dates of ASU 2011-05, which is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this standard did not have a material impact on our consolidated financial statements.