13D Filing: Starboard Value LP and Depomed Inc (DEPO)

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J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 4,233,717 Shares owned by Starboard V&O Fund, (ii) 499,512 Shares owned by Starboard S LLC, (iii) 277,452 Shares
owned by Starboard C LP, and (iv) 479,319 Shares held in the Starboard Value LP Account.

Percentage: Approximately 8.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,490,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,490,000
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days.
K. Mr. Molinelli
(a) As of the close of business on July 17, 2017, Mr. Molinelli beneficially owned 4,065 Shares underlying
stock options exercisable within sixty days hereof.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 4,065
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,065
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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