Exhibit 10.1

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH "***".   A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934.

AMENDMENT NO. 1 TO
EXCLUSIVE LICENSE AND MARKETING AGREEMENT

This Amendment No. 1 (the “ Amendment ”) to Exclusive License and Marketing Agreement is made as of July 24, 2006 by and between Depomed, Inc., a California corporation (“ Depomed ”), and Esprit Pharma, Inc., a Delaware corporation (“ Esprit ”).

BACKGROUND

A.            Depomed and Esprit are parties to that certain Exclusive License and Marketing Agreement is made as of July 21, 2005 (the “ Agreement ”).  Capitalized terms used here without definition have the meanings given to them in the Agreement.

B.            Depomed and Esprit desire to amend the Agreement as set forth herein.

Accordingly, the parties agree as follows:

1.                Amendments .

1.1           Section 2.3(b) .  Section 2.3(b) is hereby amended and restated to read in its entirety as follows:

(b)           Notwithstanding the foregoing provisions of Section 2.3(a), Depomed will be entitled to the minimum royalty payments set forth on Exhibit B (each, a “ Minimum Annual Royalty Amount ”) for each calendar year of the term of this Agreement beginning on or after January 1, 2006; provided, however royalties paid by Esprit for Net Sales recorded in the fourth Fiscal Quarter of 2005 shall be credited against any Minimum Royalty Amount payable in respect of Net Sales recorded in 2006; provided, however, that (i) “Depomed Net Sales”, as defined in that certain Co-Promotion Agreement, dated as of July 24, 2006, between Depomed and Esprit (the “ Co-Promotion Agreement ”), shall be excluded from Net Sales for purposes of determining the Minimum Annual Royalty Amount, and (ii) any Minimum Annual Royalty Amount payable pursuant to this Section 2.3(b) shall be pro-rated for any portion of any calendar year of the term of this Agreement during which Depomed fails to meet its supply obligations to Esprit pursuant to the Supply Agreement.  The Parties acknowledge that the credit against any Minimum Royalty Amount Payable in respect of the Net Sales recorded in 2006 is being made due to the Parties’ understanding that Net Sales recorded in 2005 were primarily related to the initial stocking of the Licensed Product in the Territory in connection with the commercial launch of the Product.

1.2           Article 3 .  Article 3 of the Agreement is amended and restated in its entirety to read as follows (it being understood that Esprit has made the license fee payments set forth in Sections 3(a) and 3(b) below):

“3.           License Fees .

Esprit shall make the following license fee payments to Depomed:

(a)                                   Five Million Dollars ($5,000,000) on the Effective Date;

(b)                                  Twenty-Five Million Dollars ($25,000,000) on or before the fifteenth day after the Effective Date;

(c)                                   Ten Million Dollars ($10,000,000) on or before December 15, 2006; and

(d)                                  Ten Million Dollars ($10,000,000) on the second anniversary of the Effective Date.”

1.3           Sections 5.5, 5.6, 5.7 and 5.8 .  The following Sections 5.5, 5.6, 5.7 and 5.8 are hereby added to the Agreement:

“5.5         Details .  Notwithstanding the foregoing provisions of Section 5.4, during the period beginning on August 1, 2006 and ending on December 31, 2006, Esprit shall conduct detail calls with respect to the Licensed Product *** .

5.6           Joint Marketing Team .   A Joint Marketing Team (“ JMT ”) shall be established by the Parties and shall be comprised of four (4) members.  The Parties have identified their respective initial appointments to the JMT.  A Party may change any of its representatives at any time if a new person (with appropriate expertise to replace the outgoing member) is appointed to any of the foregoing positions by giving written notice to the other Party.  The total number of JMT members may be changed by unanimous vote of the JMT from time to time as appropriate; provided , that the JMT shall in all cases be comprised of an equal number of members from each of Esprit and Depomed.  One representative of Depomed and one representative of Esprit shall serve as co-chairs of the JMT (the “ Co-Chairs ”).  The members appointed to the JMT by e