SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2015
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 15. SUBSEQUENT EVENTS Horizon Pharma plc Proposal and Rights Plan On July 7, 2015, the Company received an unsolicited, highly conditional proposal from Horizon Pharma plc (Horizon) to acquire all of the outstanding shares of the Company in an all-stock transaction valued at $29.25 per share (the Proposal). The Proposal is identical in all material respects to the Horizon proposal received by the Company on May 27, 2015 and reiterated on June 12, 2015 (the Prior Proposal). The Company’s board of directors reviewed the Prior Proposal with the assistance of its financial advisors and its legal counsel, and unanimously concluded that the Prior Proposal did not reflect the inherent value of the Company and was not in the best interests of the Company and its shareholders. Horizon was notified of the board’s decision regarding the Prior Proposal in a letter delivered to Horizon dated June 25, 2015. On July 21, 2015, the Company received a revised unsolicited, highly conditional proposal from Horizon to acquire all of the outstanding shares of the Company in an all-stock transaction valued at $33.00 per share (the Revised Offer). The Company’s board of directors, after careful consideration and with the assistance of its independent financial and legal advisors, unanimously rejected the Revised Offer and notified Horizon about this decision on July 29, 2015. In addition on July 12, 2015, the Company’s board of directors declared a dividend of one right (Right) for each outstanding share of the Company’s common stock to shareholders of record at the close of business on July 23, 2015. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 12, 2015 as it may from time to time be supplemented or amended (the Rights Agreement) between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a Fractional Share) of Series B Junior Participating Preferred Stock at a purchase price of $105.00 per Fractional Share, subject to adjustment. Initially, the Rights will be attached to all outstanding shares of the Company’s common stock, and no separate certificates for the Rights will be distributed. The Rights will separate from the common stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the outstanding shares of common stock, or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person’s becoming an Acquiring Person. In certain circumstances, the Distribution Date may be deferred by the Company’s board of directors. The Rights are not exercisable until the Distribution Date and will expire at the close of business on the date of the Company’s next annual meeting of shareholders occurring after the date of the Rights Agreement, unless earlier redeemed or exchanged by the Company in accordance with the Rights Agreement. Amended and Restated Bylaws On July 12, 2015, the Company’s board of directors adopted and approved an amendment and restatement to the Company’s Bylaws (the Amended Bylaws). The Amended Bylaws, among other things, provide for the establishment of a measurement record date for purposes of ascertaining shareholders eligible to call for a special meeting of shareholders and establish certain other procedures relating to the calling of a special meeting of shareholders. The Amended Bylaws also supplement the advanced notice requirements and procedures for the submission by shareholders of nominations for the board of directors and of other proposals to be presented at shareholder meetings, and provide that the exclusive forum for any shareholder to bring any: (i) derivative action, (ii) claim asserting a breach of fiduciary duty, (iii) action under the California Corporations Code or the Company’s organizational documents or (iv) other action relating to the internal affairs of the Company, shall in each case be the Santa Clara County Superior Court within the State of California or, if no state court located within the State of California has jurisdiction, the federal district court for the Northern District of California. The Amended Bylaws also make certain other ministerial changes. On August 3 2015, Horizon announced that it intends to request the Company’s board of directors to set a record date to determine the shareholders eligible to request a special meeting at which Depomed shareholders will be asked to consider two principal proposals; the removal of all current Company directors, contingent on a new slate of directors being elected, and a series of amendments to the bylaws intended to reverse the changes made by the Company’s board which were adopted on July 12, 2015 (collectively, the Request). Horizon also filed suit against the Company in the Superior Court of California for Santa Clara County, alleging that the Company’s amendment to its bylaws and the rights plan which was put in place on July 12, 2015, violate the California Corporations Code and the board’s fiduciary duties to shareholders. On August 3 2015, the Company announced that its board will review the Request when it is received and, assuming that it is accompanied with all information required by the Company’s bylaws, will fix a record date to determine shareholders entitled to request a special meeting no later than August 31, 2015. The Company also filed suit against Horizon in the Superior Court of the State of California for the County of Santa Clara alleging, among other things, Horizon’s unsolicited bid to acquire the Company is predicated on the improper and unlawful use of highly confidential and proprietary information related to NUCYNTA.

NOTE 15. SUBSEQUENT EVENTS

Horizon Pharma plc Proposal and Rights Plan

On July 7, 2015, the Company received an unsolicited, highly conditional proposal from Horizon Pharma plc (Horizon) to acquire all of the outstanding shares of the Company in an all-stock transaction valued at $29.25 per share (the Proposal). The Proposal is identical in all material respects to the Horizon proposal received by the Company on May 27, 2015 and reiterated on June 12, 2015 (the Prior Proposal). The Company’s board of directors reviewed the Prior Proposal with the assistance of its financial advisors and its legal counsel, and unanimously concluded that the Prior Proposal did not reflect the inherent value of the Company and was not in the best interests of the Company and its shareholders. Horizon was notified of the board’s decision regarding the Prior Proposal in a letter delivered to Horizon dated June 25, 2015. On July 21, 2015, the Company received a revised unsolicited, highly conditional proposal from Horizon to acquire all of the outstanding shares of the Company in an all-stock transaction valued at $33.00 per share (the Revised Offer). The Company’s board of directors, after careful consideration and with the assistance of its independent financial and legal advisors, unanimously rejected the Revised Offer and notified Horizon about this decision on July 29, 2015.

In addition on July 12, 2015, the Company’s board of directors declared a dividend of one right (Right) for each outstanding share of the Company’s common stock to shareholders of record at the close of business on July 23, 2015. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 12, 2015 as it may from time to time be supplemented or amended (the Rights Agreement) between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a Fractional Share) of Series B Junior Participating Preferred Stock at a purchase price of $105.00 per Fractional Share, subject to adjustment. Initially, the Rights will be attached to all outstanding shares of the Company’s common stock, and no separate certificates for the Rights will be distributed. The Rights will separate from the common stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the outstanding shares of common stock, or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person’s becoming an Acquiring Person. In certain circumstances, the Distribution Date may be deferred by the Company’s board of directors. The Rights are not exercisable until the Distribution Date and will expire at the close of business on the date of the Company’s next annual meeting of shareholders occurring after the date of the Rights Agreement, unless earlier redeemed or exchanged by the Company in accordance with the Rights Agreement.

Amended and Restated Bylaws

On July 12, 2015, the Company’s board of directors adopted and approved an amendment and restatement to the Company’s Bylaws (the Amended Bylaws). The Amended Bylaws, among other things, provide for the establishment of a measurement record date for purposes of ascertaining shareholders eligible to call for a special meeting of shareholders and establish certain other procedures relating to the calling of a special meeting of shareholders. The Amended Bylaws also supplement the advanced notice requirements and procedures for the submission by shareholders of nominations for the board of directors and of other proposals to be presented at shareholder meetings, and provide that the exclusive forum for any shareholder to bring any: (i) derivative action, (ii) claim asserting a breach of fiduciary duty, (iii) action under the California Corporations Code or the Company’s organizational documents or (iv) other action relating to the internal affairs of the Company, shall in each case be the Santa Clara County Superior Court within the State of California or, if no state court located within the State of California has jurisdiction, the federal district court for the Northern District of California. The Amended Bylaws also make certain other ministerial changes.

On August 3 2015, Horizon announced that it intends to request the Company’s board of directors to set a record date to determine the shareholders eligible to request a special meeting at which Depomed shareholders will be asked to consider two principal proposals; the removal of all current Company directors, contingent on a new slate of directors being elected, and a series of amendments to the bylaws intended to reverse the changes made by the Company’s board which were adopted on July 12, 2015 (collectively, the Request). Horizon also filed suit against the Company in the Superior Court of California for Santa Clara County, alleging that the Company’s amendment to its bylaws and the rights plan which was put in place on July 12, 2015, violate the California Corporations Code and the board’s fiduciary duties to shareholders.

On August 3 2015, the Company announced that its board will review the Request when it is received and, assuming that it is accompanied with all information required by the Company’s bylaws, will fix a record date to determine shareholders entitled to request a special meeting no later than August 31, 2015. The Company also filed suit against Horizon in the Superior Court of the State of California for the County of Santa Clara alleging, among other things, Horizon’s unsolicited bid to acquire the Company is predicated on the improper and unlawful use of highly confidential and proprietary information related to NUCYNTA.