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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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DEPOMED, INC.

7999 Gateway Blvd., SuiteASSERTIO THERAPEUTICS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
Newark, California 94560LAKE FOREST, ILLINOIS 60045

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To Be Held May 8, 20187, 2019
1:00 p.m. Local Time

        The 20182019 Annual Meeting of ShareholdersStockholders (the Annual Meeting) of Depomed,Assertio Therapeutics, Inc. (the Company) will be held on May 8, 20187, 2019 at 1:00 p.m. local time at the Loews Chicago O'Hare Hotel, located at 5300 North River100 South Saunders Road, Rosemont,Suite 150, Lake Forest, Illinois 60018.60045. The Annual Meeting is being held for the following purposes, as more fully described in the accompanying Proxy Statement:

1.

To elect the seveneight directors named in the Proxy Statement to hold office until the 20192020 Annual Meeting of ShareholdersStockholders and until their successors are elected and qualified.



2.

To approve an increase in the number of shares available for issuance under the Company's Amended and Restated 2014 Omnibus Incentive Plan.



3.

To approve, a proposed change in corporate domicile from California to Delaware.



4.

To approve a proposed change in the Company's name.



5.

To approve, on an advisory basis, the compensation of the Company's named executive officers.



6.4.

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.2019.



7.

To vote on a shareholder proposal, if properly presented at the Annual Meeting, requesting that the Board of Directors prepare a report related to the monitoring and management of certain financial and reputational risks.



8.5.

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

        Only shareholdersstockholders of record at the close of business on March 16, 201818, 2019 will be entitled to notice of, and to attend and vote at, the Annual Meeting or any adjournments or postponements thereof. A list of shareholdersstockholders entitled to vote at the meeting will be available for inspection at the Company's headquarters for at least 10 days prior to the Annual Meeting, and will also be available for inspection at the Annual Meeting.

		BY ORDER OF THE BOARD OF DIRECTORS
		/s/ K. Amar Murugan Matthew M. GoslingK. Amar Murugan Secretary

Newark, CaliforniaLake Forest, Illinois
March 28, 2018April 8, 2019

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Important Notice Regarding the AvailabilityTable of Proxy Materials for the Annual Meeting to be Held on May 8, 2018Contents

        This Proxy Statement and our Annual Report on Form 10-K for fiscal year ended December 31, 2017 will be available electronically at http://www.cstproxy.com/depomed/2018.

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DEPOMED,ASSERTIO THERAPEUTICS, INC.
7999 Gateway Blvd., Suite100 SOUTH SAUNDERS ROAD, SUITE 300
Newark, California 94560LAKE FOREST, ILLINOIS 60045
(510) 744-8000(224) 419-7106

PROXY STATEMENT
FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 7, 2019
1:00 p.m. Local Time

2018 ANNUAL MEETING OF SHAREHOLDERS

        Depomed,        Assertio Therapeutics, Inc. (the Company) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Company's Board of Directors of the Company (the Board) for use at the Annual Meeting of ShareholdersStockholders to be held on May 8, 2018,7, 2019, at 1:00 p.m. local time at the Lowes Chicago O'Hare Hotel, located at 5300 North River100 South Saunders Road, Rosemont,Suite 150, Lake Forest, Illinois 60018,60045, and at any adjournments thereof (the Annual Meeting). The proxy materials (including our Annual Report on Form 10-K for fiscal year ended December 31, 2017)2018) are being mailed to shareholdersstockholders on or about March 28, 2018.April 8, 2019.

GENERAL INFORMATION

Q:

Why am I receiving these materials?

A:

We have made these materials available to you in connection with our solicitation of proxies for use at the Annual Meeting to be held on May 7, 2019 at 1:00 p.m. local time, and at any adjournments or postponements thereof. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this Proxy Statement.

Q:

What items will be voted on at the Annual Meeting?

A:

Stockholders will vote on the following items at the Annual Meeting:

•

The election to the Board of the eight nominees named in this Proxy Statement (Proposal No. 1);

•

Approval of an increase in the number of shares available for issuance under the Company's Amended and Restated 2014 Omnibus Incentive Plan (Proposal No. 2);

•

An advisory vote to approve the compensation paid to our named executive officers (Proposal No. 3); and

•

Ratification of the appointment of Ernst & Young LLP (E&Y) as our independent registered public accounting firm for 2019 (Proposal No. 4).

Q:

What are the Board's voting recommendations?

A:

The Board recommends that you vote your shares:

•

"FOR" each of the nominees to the Board (Proposal No. 1);

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•

"FOR" an increase in the number of shares available for issuance under the Company's Amended and Restated 2014 Omnibus Incentive Plan (Proposal No. 2);



•

"FOR" the approval, on an advisory basis, of the compensation paid to our named executive officers (Proposal No. 3); and



•

"FOR" ratification of the appointment of E&Y as our independent registered public accounting firm for 2019 (Proposal No. 4).

Q:

Who is entitled to vote and how do I vote?

A:

Only holders of the Company'srecord of our common stock no par value, as ofat the close of business on March 16, 201818, 2019 (the Record Date) are entitled to attend and to vote at the Annual Meeting. Shareholders who hold shares of the Company's common stock in "street name" may attend andEach share is entitled to one vote on each matter presented at the Annual Meeting only if they hold a valid proxy from their broker. Without a valid proxy, beneficial holders cannot vote at the Annual Meeting because their brokerage firm, bank or other financial institution mayMeeting. Stockholders do not have already voted or returned a broker non-vote on their behalf.cumulative voting rights. As of the Record Date, there were 63,516,07764,277,325 shares of common stock outstanding.

        A majorityTo ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting in person. Stockholders of the outstanding shares of common stock entitled to voterecord may submit their votes in person at the Annual Meeting must be present in personwith a proxy card or by proxy in order for there to be a quorum at the meeting. Shareholders of record who are present at the meeting in person or by proxy and who abstain from voting, including brokers holding customers' shares of record who cause abstentions to be recorded at the meeting, and "broker non-votes" (as defined below) will be included in the number of shareholders present at the meeting for purposes of determining whether a quorum is present.

        Each shareholder of record is entitled to one vote at the Annual Meeting for each share of common stock held by such shareholder on the Record Date. Shareholders do not have cumulative voting rights. Shareholders may vote their shares bymail, using the paper proxy card enclosed with this Proxy Statement.card. All proxy cards received by the Company that are properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards. If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted "FOR" each of the nominees to the Board listed on the proxy card under Proposal 1 and "FOR" Proposals 2, 3 4, 5 and 64. Beneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. For further instructions on voting, see your proxy card. If you vote by proxy using the paper proxy card, by telephone or through the Internet, the shares represented by the proxy will be voted in accordance with your instructions. If you attend the Annual Meeting, you may also submit your vote in person, and "AGAINST" Proposal 7. any previous votes that you submitted by mail, telephone or Internet will be superseded by the vote that you cast at the Annual Meeting. Please note, however, that if your shares are held in "street name"and you wish to vote at the Annual Meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee of record. Without a valid proxy, beneficial holders cannot vote at the Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

Q:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:

Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and we sent the proxy materials directly to you.

Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q:

What if I submit a proxy and later change my mind?

A:

If you have given your proxy and later wish to revoke it, you may do so at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy

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bearing a later date to the Secretary of the Company at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045 or (b) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not revoke a proxy unless the stockholder actually votes in person at the meeting.

Q:

What happens if other matters are raised at the Annual Meeting?

A:

The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders.Stockholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.

        The election of directors and Proposals 2, 5, 6 and 7 require the affirmative "FOR" vote of the holders of shares having

Q:

What constitutes a quorum?

A:

A majority of the voting poweroutstanding shares of our common stock as of the shares representedRecord Date, present in person or by proxy and votingentitled to vote at the Annual Meeting, (which shares voting affirmatively must also constitute at leastconstitutes a majorityquorum. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

Q:

How is it determined whether a matter has been approved?

A:

Assuming a quorum is present, the approval of the required quorum). Proposals 3matters specified in the Notice of Annual Meeting will be determined as follows:

•

For the election of directors, each nominee will be elected if the number of votes cast for their election exceeds the number of votes cast against their election; and 4 require

•

Each other matter requires the affirmative vote of a majority of the total numbershares of shares issuedour common stock, present in person or by proxy and outstanding as ofentitled to vote at the Record Date. If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute "broker non-votes." Generally,Annual Meeting, for approval.

Q:

What are broker non-votes and abstentions?

A:

Broker non-votes occur on a matter when a broker ishas not permitted to vote on that matter withoutreceived voting instructions from the beneficial owner of shares held in street name and instructions arethe broker does not given. Forhave discretionary authority to vote the shares. Abstentions occur when a stockholder who is present at the meeting, either in person or by proxy, affirmatively chooses not to vote on a proposal.

Q:

What effect does a broker non-vote or an abstention have?

A:

Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the numberoutcome of shares voting on a particular proposal, votes cast for or against a proposal are counted as shares voting, whereas abstentions andthe election of directors because broker non-votes and abstentions are not counted as shares voting. Accordingly, while abstentions and broker non-votes do notvotes cast for purposes of this proposal. Abstentions will have the same effect as a vote against any of the proposal,other matters specified in the Notice of Annual Meeting because abstentions are considered shares entitled to vote on these proposals. Broker non-votes will have no effect on such matters because they can have the effect of preventing approval of certain proposals whereare not considered shares entitled to vote on these proposals. In order to minimize the number of affirmative votes, though a majoritybroker non-votes, we encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in this Proxy Statement.

Q:

Where can I find the voting results of the votes cast, does not constitute a majority of the required quorum or, in the case of Proposals 3 and 4, a majority of the outstanding shares.

        A shareholder of record may revoke a proxy at any time before it is votedAnnual Meeting?

A:

The preliminary voting results will be announced at the Annual MeetingMeeting. The final voting results will be tallied by (a) deliveringthe Inspector of Election and published in a proxy revocationCurrent Report on Form 8-K, which

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we are required to file with the SEC on or another duly executed proxy bearing a later date tobefore the Secretary of the Company at 7999 Gateway Blvd., Suite 300, Newark, California 94560 or (b) attendingfourth business day following the Annual Meeting and voting in person. Attendance atMeeting.

Q:

Who is paying for the Annual Meeting will not revoke acost of this proxy unless the shareholder actually votes in person at the meeting.

solicitation?

A:

The proxy card accompanying this Proxy Statement is solicited by the Board. The Company will pay all of the costs of soliciting proxies. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies personally, or by telephone, without receiving additional compensation. The Company has retained Innisfree M&A Incorporated (Innisfree), a proxy solicitation firm, to assist in the solicitation of proxies in connection with the Annual Meeting. The Company will pay Innisfree customary fees in connection with such engagement, which the Company expects will be approximately $20,000 plus reasonable expenses. The Company, if requested, will also pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to shareholders.stockholders.

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BOARD OF DIRECTORS AND DIRECTOR NOMINEES

        The Bylaws of the Company provide for a Board consisting of between five and nine directors. The number of directors currently authorized by resolution of the Board is seven.nine. Louis J. Lavigne, Jr., director since 2013, is retiring from the Board at the end of his current term and, therefore, will not stand for re-election at the Annual Meeting. In connection with Mr. Lavigne's retirement, effective as of the Annual Meeting, the Board has reduced the size of the Board from nine to eight directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the seveneight nominees named below. All of the nominees named below are presently directors of the Company.

        Each nominee, other than Ms. Mason and Mr. Galeota, was elected to his or her present term by the shareholdersstockholders of the Company at the 20172018 Annual Meeting of Shareholders.Stockholders. Ms. Mason was appointed to the Board to fill a vacant board seat on February 18, 2019. Mr. Galeota was appointed to the Board to fill a vacant board seat on March 30, 2019. James P. Fogarty and James L. Tyree were initially appointed to the Board pursuant to an Agreement dated October 17, 2016 (the Agreement) with Starboard Value LP and certain of its affiliates (Starboard). Pursuant to the Agreement, the Company (i) increased the size of the Company's Board by three directors to nine directors and (ii) appointed Messrs. Fogarty and Tyree as well as Robert G. Savage, a former director, to fill the newly created vacancies. William T. McKee and Gavin T. Molinelli, a former director, werewas initially appointed to the Board pursuant to a Cooperation and Support Agreement (Cooperation Agreement) dated March 28, 2017 with Starboard. Messrs. Molinelli and Savage concluded their service on the Board at the 2017 Annual Meeting of Shareholders.

        The present term of each of the directors continues until the Annual Meeting and until his or her successor has been elected and qualified. In the event that any nominee is unable or unwilling to serve as a director or for good cause will not serve at the time of the Annual Meeting, the proxies will be voted for any nominee who will be designated by the present Board to fill the vacancy (to the extent

permitted under the SEC rules) or the Board may choose to decrease the size of the Board. The Board has no reason to believe that any of the persons named below who are nominees for election at the Annual Meeting will be unable or unwilling to serve as a director if elected.

        The term of office of each person elected as a director will continue until the next Annual Meeting of Shareholders orStockholders and until his or her successor has been elected and qualified.

        The Company's ArticlesCertificate of Incorporation and Bylaws contain provisions eliminating or limiting the personal liability of directors for monetary damages due to violations of a director's fiduciary duty to the extent permitted by the CaliforniaDelaware General Corporation Law.

        There are no family relationships among any of the Company's directors or executive officers.

        The name of and certain other information regarding each director nominee is set forth in the table below.

        James P. Fogarty has served as a director of the Company since October 2016 and as Chairman of the Board since March 2017. From November 2011 to July 2015 Mr. Fogarty served as Chief Executive Officer and a director of Orchard Brands, a retail company. From 2009 until November 2010, Mr. Fogarty was President, Chief Executive Officer and Director of Charming Shoppes Inc. Prior to that he was Managing Director of Alvarez & Marsal, an independent global professional services firm,

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and from August 1994 served as President and Chief Operating Officer of Lehman Brothers Holdings subsequent to its Chapter 11 bankruptcy filing in April 2009. Prior to that he was President and CEO of American Italian Pasta Company, Chief Financial Officer of Levi Strauss & Co. and served as Senior Vice President and Chief Financial Officer of the Warnaco Group. Mr. Fogarty currently serves as a director, chairman of the compensation committee and member of the finance committee of Darden Restaurants.Restaurants, Inc. From 2011 through 2014 Mr. Fogarty served as a director of Regis Corporation. Mr. Fogarty is also a National Association of Corporate Directors Governance Fellow. The Board considered Mr. Fogarty's experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Strategic Transactions; Business Planning; and Board and Board committee experience. Mr. Fogarty holds a B.A. from Williams College and a M.B.A. from the Leonard Stern School of Business at New York University.

        Karen A. Dawes has served as a director of the Company since April 2008. Since 2003, Ms. Dawes has served as President of Knowledgeable Decisions, LLC, a pharmaceutical consulting firm she founded. Between 1999 and 2003, Ms. Dawes served as Senior Vice President and U.S. Business Group Head for Bayer Corporation's U.S. Pharmaceuticals Group. Prior to joining Bayer, she served as Senior Vice President, Global Strategic Marketing, for Wyeth, formerly known as American Home Products, where she held responsibility for worldwide strategic marketing. She also served as Vice President, Commercial Operations, for Genetics Institute, Inc., which was acquired by Wyeth in 1997. Ms. Dawes began her pharmaceutical industry career at Pfizer, Inc. where, from 1984 to 1994, she held a number

of positions in Marketing, serving most recently as Vice President, Marketing of the Pratt Division. The Board considered Ms. Dawes' experience and expertise within the following areas relevant to the Company and its business in concluding that she should serve on the Board: Marketing; Commercial Operations; Product Development; Commercial Strategy; Business Planning; Pharmaceutical Product Launch; Board Chair experience; and Compensation Committee experience. Ms. Dawes currently serves as a directorthe chair of the board and chair of the nominating and corporate governance committee of Repligen Corporation, a publicly-held bioprocess company,company. She also serves as a member of the board and several private companies.a member of the compensation and nominating and corporate governance committees of Medicines 360, Inc. Ms. Dawes holds a M.B.A. from Harvard University and a B.A. and a M.A. from Simmons College.

James J. Galeota, Jr. has served as a director of the Company since March 2019. Mr. Galeota served as the President and Chief Operating Officer of G&W Laboratories, Inc. from 2016 to 2019. From 1988 to 2016, Mr. Galeota served in many diverse positions at Merck & Co., Inc., where he served most recently as Chief Strategy and Business Development Officer and President, Emerging Businesses. From 2011 to 2014, he served as President, Hospital and Specialty Care at Merck, and from 2009 to 2011, he served as Senior Vice President of Global Human Health Strategy and Business Development. Mr. Galeota started his career in Merck's commercial organization, where he held various U.S. and global leadership positions and led numerous brands and key product launches across a variety of therapeutic areas. The Board considered Mr. Galeota's experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate and Executive Management; Operational and Strategic Planning; Business Development; Financial Expertise and Commercial Strategy. Mr. Galeota currently serves as a director of Melinta Therapeutics, Inc., a publicly-held pharmaceutical company. Mr. Galeota holds a B.S. in biology from Villanova University and is a graduate of Harvard Business School's Advanced Management Program.

        Arthur J. Higgins has served as President, and Chief Executive Officer and a director of the Company since March 2017. Since 2010, he has served as a Senior Advisor to Blackstone Healthcare Partners, the dedicated healthcare team of The Blackstone Group, where he focused on product-based healthcare acquisitions. Prior to joining The Blackstone Group in 2010, Mr. Higgins served as Chair of the Board

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Management of Bayer HealthCare AG., a developer and manufacturer of human and animal health care products, and Chairman of the Bayer HealthCare Executive Committee. Prior to joining Bayer HealthCare in 2004, Mr. Higgins served as Chairman, President and Chief Executive Officer of Enzon Pharmaceuticals, Inc. from 2001 to 2004. Prior to joining Enzon, Mr. Higgins spent 14 years at Abbott Laboratories, most recently as President of the Pharmaceutical Products Division from 1998 to 2001. He is a past member of the Board of Directors of the Pharmaceutical Research Manufacturers of America (PhRMA), of the Council of the International Federation of Pharmaceutical Manufacturers and Association (IFPMA) and President of the European Federation of Pharmaceutical Industries and Associations (EFPIA). The Board considered Mr. Higgins' experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Commercial Strategy; Corporate Strategy; Corporate Leadership; and Board experience. Mr. Higgins is a director and member of the compensation committee and the safety, health and environment committee of Ecolab, Inc. He is also a director, chair of the compensation and management development committee and member of the quality, regulatory and technology committee of Zimmer Biomet Holdings, Inc. Mr. Higgins holds a B.S. from Strathclyde University, Scotland.

        Louis J. Lavigne, Jr.Heather L. Mason has served as a director of the Company since July 2013. Since 2005, Mr. Lavigne has servedFebruary 2019. Ms. Mason is a former senior executive of Abbott Laboratories, having recently retired as Managing DirectorExecutive Vice President of Lavrite, LLC,Abbott Nutrition, a management consulting firm specializing in the areas of corporate finance, accounting, growth strategy and management. Priorrole she held since April 2015. From June 2014 to founding Lavrite, Mr. LavigneApril 2015, Ms. Mason served as Executive Vice President, Global Commercial Operations, prior to which she served as Senior Vice President of Abbott Diabetes Care from May 2008 to June 2014. Ms. Mason joined Abbott in 1990 and Chief Financial Officerheld a number of Genentech, Inc., from March 1997 through his retirementpositions in March 2005.Abbott's U.S. pharmaceutical business, including oversight of Abbott's specialty pharmaceuticals, its diabetes/metabolics and oncology franchises and managed health care. Ms. Mason also served as Vice President, International Marketing, and Vice President, Latin American Operations, in Abbott's international pharmaceutical business. Prior to joining Abbott, Ms. Mason worked for Quaker Oats, FMC Corporation, and Commonwealth Edison. The Board considered Mr. Lavigne'sMs. Mason's experience and expertise within the following areas relevant to the Company and its business in concluding that heshe should serve on the Board: Corporate Finance; Commercial Strategy; Commercial Operations;and Executive Management; Operational and Strategic Transactions; Business Planning; and Board experience. Mr. Lavigne serves on the boards of Accuray Incorporated, a publicly-held radiation oncology company, NovoCure Limited, a publicly-held oncology company, and Zynga, Inc., a publicly-held social games company. Mr. Lavigne also serves on the boards of DocuSign, Inc., a privately-held digital transaction management company, Rodan + Fields, LLC, a privately held skincare company, and Puppet Inc., a privately-held technology automation software company. Mr. Lavigne previously served on the boards of Allergan, Inc., Arena Pharmaceuticals, Inc., BMC Software, Inc. Equinix, Inc., Kyphon, Inc., SafeNet, Inc. and Xenova, PLC. Mr. Lavigne is the managing member of Spring Development Group, LLC, a strategic investor in companies with unique growth opportunities. Mr. Lavigne is a board member and former Chairman of the UCSF Benioff Children's Hospitals. Mr. Lavigne is also a member of the West Coast Audit Committee Network and the faculty of the GLG Institute. Mr. LavigneCorporate Leadership. Ms. Mason holds a B.A.B.S.E. in Industrial Engineering from Babson Collegethe University of Michigan and a M.B.A. from Temple University.the University of Chicago.

        William T. McKee has served as a director of the Company since March 2017. He currently serves as Chief Executive Officer of MBJC Associates, LLC, a business consulting firm serving pharmaceutical and biotech companies. Mr. McKee served as Chief Operating Officer and Chief Financial Officer for EKR Therapeutics, Inc., from July 2010 until June 2012 when EKR was sold to Cornerstone Therapeutics Inc. Until March 2010, Mr. McKee served as the Executive Vice President, Chief

Financial Officer and Treasurer of Barr Pharmaceuticals, Inc., a subsidiary of Teva Pharmaceutical Industries Limited, and the successor entity to Barr Pharmaceuticals, Inc., which was acquired by Teva in December 2008. Mr. McKee was also Executive Vice President and Chief Financial Officer of Barr prior to its acquisition by Teva, after having served in positions of increasing responsibility at Barr from 1995 until its acquisition. Prior to joining Barr, Mr. McKee served as a Director of International Operations and Vice President Finance at Absolute Entertainment, Inc. from June 1993 until December 1994. From 1990 until June 1993, Mr. McKee worked at Gramkow & Carnevale, CPA's, and from 1983 until 1990, he worked at Deloitte & Touche. Mr. McKee serves as a director and member of Synthetic Genomics,the audit and compensation committees of Agile Therapeutics, Inc., a privately held biotechnologypublicly-held specialty biopharmaceutical company. The Board considered Mr. McKee's experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Operations; Financial Management, Mergers and Acquisitions; Corporate Strategy; and Board and Board committee experience. Mr. McKee serves as a director of Agile Therapeutics, Inc. Mr. McKee holds a B.S. from the University of Notre Dame.

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        Peter D. Staple has served as a director of the Company since November 2003. Since March 2008, Mr. Staple has served as President and Chief Executive Officer and a director of Corium, International, Inc., a publicly-held biopharmaceutical company focused on transdermal delivery systems and related technologies to address unmet medical needs.needs from March 2008 to April 2019, and currently serves as Chairman of the Board of Directors of Corium. From 2002 to March 2008 he served as director, and from 2002 to November 2007 as Chief Executive Officer, of BioSeek, Inc., a privately-held drug discovery company. From 1994 to 2002, Mr. Staple was a member of the senior executive team at ALZA Corporation, where he was most recently Executive Vice President, Chief Administrative Officer and General Counsel. Prior to joining ALZA, Mr. Staple held the position of Vice President, Associate General Counsel for Chiron Corporation, a biopharmaceutical company. Mr. Staple previously served as Vice President and Associate General Counsel for Cetus Corporation, a biotechnology company. The Board considered Mr. Staple's experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Governance; Strategic Transactions; Corporate Finance; Intellectual Property; and Board and Board committee experience. Mr. Staple holds a B.A. and a J.D. from Stanford University.

        James L. Tyree has served as a director of the Company since October 2016. Since 2014 Mr. Tyree has served as co-founder and managing partner of Tyree & D'Angelo Partners, a private equity investment firm. Prior to founding Tyree & D'Angelo Partners, Mr. Tyree was President of Abbott Biotech Ventures, a subsidiary of Abbott Laboratories focused on investments in early stage pharmaceuticals and biologics. Prior to that Mr. Tyree held numerous executive positions at Abbott, including Executive Vice President Global Pharmaceuticals, Senior Vice President Global Nutrition, Corporate Vice President Pharmaceutical and Nutritional Products Group, Business Development and Divisional Vice President and General Manger, Japan. Prior to rejoining Abbott in 1997, Mr. Tyree was the President of SUGEN, Inc. and held management positions in Bristol-Myers Squibb, Pfizer, and Abbott. Mr. Tyree serves as a director and chairman of the compensation committee of ChemoCentryx, Inc. The Board considered Mr. Tyree's experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Healthcare Acquisitions Corporate Management; Commercial Operations; Commercial Strategy; and Board and Board committee experience. Mr. Tyree holds a B.S. and a M.B.A. from Indiana University.

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CORPORATE GOVERNANCE

BOARD AND BOARD COMMITTEES

Board and Committee Meetings and Annual Meetings Attendance

        Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders.stockholders. Each of the then current directors attended the 20172018 Annual Meeting of ShareholdersStockholders in person. The Board met 1311 times during fiscal year 2017.2018. In addition, the Audit Committee met nineeight times, the Compensation Committee met nineeight times, and

the Nominating and Corporate Governance Committee met fourfive times and the Opioid Matter Oversight Committee met eight times. During fiscal year 2017,2018, each then current member of the Board attended 75% or more of each of (i) the total number of Board meetings held during the period of such member's service and (ii) the total number of meetings of Committees on which such member served, during the period of such member's service.

Board Independence

        Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules of the Nasdaq Global Market (Nasdaq). The Board has determined that each of Ms.Mmes. Dawes and Mason and Messrs. Fogarty, Lavigne,Galeota, McKee, Staple and Tyree is "independent" under the rules of Nasdaq. In addition, each of Mr. Molinelli and Mr. SavageLavigne was independent during the time he served on the Board during fiscal 2017.2018. The Board has also determined that each member of the Audit Committee and the Compensation Committee meets the applicable independence requirements of the Nasdaq rules and SEC rules and regulations.

Board Leadership Structure

        In May 2017, the Board amended ourOur Corporate Governance Guidelines to provide that the roles of Chief Executive Officer and Chairman of the Board should be separate and that the Chairman of the Board should be an independent director. The Board believes that separation of the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure for the Company because that structure allows the Chief Executive Officer to focus his or her energy on operational issues, while the Chairman of the Board can focus on governance and other related issues, and enhances the independence of the Board. Currently, Mr. Fogarty, an independent non-employee director, serves as the Chairman of the Board and Mr. Higgins serves as a director and the Company's President and Chief Executive Officer. The Corporate Governance Guidelines adopted by the Board are posted on the Company's website athttp://www.depomed.comwww.assertiotx.com. under the caption "Investors—Corporate Governance—Documents."

The Board's Role in Risk Oversight

        The Board oversees the establishment and maintenance of the Company's risk management processes. The Board's role in the Company's risk oversight process includes receiving regular reportsupdates from members of senior management on areas of material risk to the Company, including operational, financial,commercial sales, clinical commercial compliance,and medical affairs, regulatory matters, research and development, supply chain, human resources, finance, legal and regulatory,compliance, information management and technology, environmental, social and governance matters and strategic and reputational risks.matters. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these reportsupdates to enable it to understand the Company's risk profile and the Company's risk identification, risk management and risk mitigation strategies. When a Committee receives the report,update, the Chairman of the relevant Committee reportsprovides an update on the discussion to the full Board at the next Board meeting. This enables the Board and its Committees to coordinate the risk oversight role.

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        The Board delegated primary responsibility for oversight of specific risks to its committees. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management, including in the areas of financial reporting and internal controls, reviews risks associated withinvestment policy, tax planning, enterprise risk management, product liability insurance,and general liability insurance, compliance with applicable laws and directorregulations and officer insurance and, in coordinationrelated party transactions. The Audit Committee also discusses with the Compensation Committee, annually reviewsmanagement the Company's compensation plans, programspolicies and practices regarding information management policies as they relateand procedures, information systems and related infrastructure and cybersecurity risk management and back-up policies, practices and infrastructure, including, to the extent related to the Company's risk management.financial reporting and accounting processes. The Compensation Committee is responsible forassists the Board in fulfilling its oversight responsibilities with respect to the management of risks relating to the Company's compensation plans, program and policies, benefit plans, succession planning and, corporate culture, as well as oversight of other risks associated with the Compensation Committee's responsibilities under its charter. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with matters overseen by the Nominating and Corporate Governance Committee, including director and officer insurance, corporate governance, director succession planning, insider trading, reputational risk, political and charitable contributions insider trading, and reputational riskenvironmental and social responsibility, to the extent such risk arises from these topics. The Opioid Matter Oversight Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risk exposures and risk management in connection with Company's historical commercialization of opioid drugs and governmental investigations, litigation or other proceedings that may relate thereto.

Board Committees

        The Board has established threefour standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee; and an Opioid Matter Oversight Committee. Charters for the Company's Audit, Compensation, and Nominating and Corporate Governance and Opioid Matter Oversight Committees are posted on the Company's website athttp://www.depomed.com.

        Audit Committee.www.assertiotx.com under the caption "Investors—Corporate Governance—Documents."

The Company's Audit Committee consistsmembers of Mr. McKee (Chairman), Ms. Daweseach committee are appointed by the Board and Messrs. Lavigneserve until their successors are elected and Staple. The Board has determined and identified each of Messrs. McKee and Lavigne as the Company's Audit Committee financial experts under applicable SEC rules.qualified, unless they are earlier removed or resign. The Board has determined that the composition of each of the Audit Committee, meetsthe Compensation Committee and the Nominating and Corporate Governance Committees meet the requirements for independence under the applicable requirementsSEC rules and the listing standards of the Nasdaq applicable to each such committee. The table below indicates the current composition of each committee and SEC rulesthe audit committee members determined by the Board to be "audit committee financial experts."

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        Audit Committee.    The Audit Committee has sole responsibility for appointing and terminating the Company's independent registered public accounting firm. In addition, the Audit Committee assists the Board in its oversight responsibilities to shareholders,stockholders, specifically with respect to:

•

the qualifications and independence of our independent registered public accounting firm and internal auditing function;



•

financial statements and related disclosure matters;



•

internal audit, internal controls and corporate risk management;



•

investment policies, and tax planning and strategies;



•

finance organization and operations;



•

information technology and information management security, and related policies and practices;



•

compliance and related party transactions; and



•

other related matters.

        Compensation Committee.    The Company's Compensation Committee consists of Mr. Lavigne (Chairman), Messrs. Staple and Tyree. The Board has determined that the composition of the Compensation Committee meets the requirements for independence under applicable requirements of Nasdaq and SEC rules and regulations. The Compensation Committee assists the Board in its oversight responsibilities to shareholders,stockholders, specifically with respect to:

•

evaluating the performance of the Company against corporate goals and objectives relevant to executive management compensation approved by the Board;



•

in consultation with the Chairman of the Board, evaluating the CEO's performance in light of corporate goals and objectives and any individual goals and objectives;



•

evaluating the performance of members of executive management (other than the CEO) in light of the CEO's evaluation of their performance and the corporate and individual goals and objectives;



•

recommending to the Board for approval CEO compensation based on the Compensation Committee's evaluation;



•

reviewing and approving the compensation of executive management, other than the CEO, based on the Compensation Committee's evaluation;



•

executive compensation disclosure, (includingincluding by reviewing and discussing the Compensation Discussion and Analysis (CD&A) with Company management and, based on such review and discussion, making a recommendation to the Board regarding whether to include the CD&A in the Company's proxy statement and/or Annual Report on Form 10-K;

•

overseeing, reviewing and approving inclusion of a compensation committee report in the Company's proxy statement and/or Annual Report on Form 10-K pursuant to applicable securities rules and regulations);



•

compensation and benefit plans;



•

non-employee director compensation (including by reviewing periodically, and recommending to the Board for approval, the form and amount of compensation of non-employee directors of the Board for their service); and



•

risk oversight associated with the foregoing.

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        Nominating and Corporate Governance Committee.    The Company's Nominating and Corporate Governance Committee consists of Mr. Tyree (Chairman) and Ms. Dawes and Mr. McKee. The Board has determined that the composition of the Nominating and Corporate Governance Committee meets the requirements for independence under the applicable requirements of Nasdaq. The primary responsibilities of the Nominating and Corporate Governance Committee are:

•

identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of shareholders,stockholders, or in the case of a vacancy on the Board, recommending an individual to fill such vacancy;



•

reviewing and recommending to the Board the appropriate organizational and board leadership structure;



•

reviewing the adequacy of our corporate governance principles on a regular basis;



•

developing and recommending to the Board a set of corporate governance guidelines applicable to the Company;



•

overseeing the Board's self-evaluation process, and providing the Board advice regarding Board succession;



•

recommending to the Board membership for each Board committee and any changes to the Board's committee structure as it deems advisable; and



•

providing oversight of the risks associated with matters overseen by the Nominating and Corporate Governance Committee, including corporate governance, director succession planning, political and charitable contributions, insider trading, and reputational risk to the extent such risk arises from these topics.

        Opioid Matter Oversight Committee.    The primary responsibilities of the Opioid Matter Oversight Committee are:

•

discussing with management and reporting to the Board on risk exposures and risk management issues related to the opioid matters overseen by the Committee, including management's risk monitoring and mitigation activities; and



•

reviewing and making recommendations to the Board regarding corporate disclosures relating to opioid matters.

DIRECTOR NOMINATIONS

        The information below describes the criteria and process that the Nominating and Corporate Governance Committee uses to evaluate candidates to the Board.

Criteria for Nomination to the Board of Directors; Process for Identifying and Evaluating Nominees.    Our Nominating and Corporate Governance Committee has adopted a Director Nomination Protocol (the Protocol) that, together with the Company's Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available atwww.depomed.comwww.assertiotx.com under Investors—the caption "Investors—Corporate Governance,Governance—Documents," as Appendix A to the Nominating and Corporate Governance Committee charter. Under the Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of the Company's shareholders.stockholders. Director candidates should be committed to the Company's core values (common purpose, integrity, teamwork, agility and accountability), and must strongly support the Company's core purpose, which is to enhance the lives of the patients, families, physicians, payors and providers it serves. They must also bring to the Board a deep and wide range of experience in the business world, and diverse problem-problem-solving talents. The Board should represent an appropriate/relevant mix of skills, industry experience, backgrounds, ages and diversity (inclusive of race, gender and ethnicity). The Company is committed to actively seeking out highly qualified diverse candidates

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(including women and minority candidates) to include in the pool from which Board nominees are chosen. Typically, theyBoard members will be people who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance for the Company. Particular areas of expertise sought include: corporate strategy and development; commercial sales and marketing; commercial operations and execution; corporate finance; financial and/or accounting expertise; organizational leadership, development and management; public company management and disclosure; and corporate risk assessment and management. Directors must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

        As part of the Nominating and Corporate Governance Committee's goal of building a diverse board, the Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen. The Company endeavors to have a Board representing diverse experience at policy-making levelsNominating and Corporate Governance Committee assesses its effectiveness in areas that are relevant toachieving this goal as part of its annual assessment of the Company's activities. The Company does not have a policy with respect to diversity in identifying or selecting nominees forcomposition of the Board. However, in

        In evaluating nominees, the Nominating and Corporate Governance Committee and the full Board assess the background of each candidate in a number of different ways, including how the individual's qualifications complement, strengthen and enhance those of existing Board members as well as the anticipated future needs of the Board. The Board also performs an annual self-evaluation, through which the members of the Board assess the Board's performance and ways in which such performance can be improved. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. The Company also will consider the candidate's independence under applicable Nasdaq listing standards and the Company's Corporate Governance Guidelines.

        The Nominating and Corporate Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. If the Nominating and Corporate Governance Committee engages any such search firm, in furtherance of the Company's goals set forth under above, the Nominating and Corporate Governance Committee will request that the search firm actively seek out highly qualified diverse candidates (including women and minority candidates) to include in the pool of potential candidates presented to the Nominating and Corporate Governance Committee. The Nominating and Governance Committee and the Chairman of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chairman of the Nominating and Governance Committee, working with the Chairman of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Corporate Governance Committee will review all available information concerning the candidates' qualifications and, in conjunction with the Chairman of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company's Board. The members of the Nominating and Governance Committee, the CEO, and the Chairman of the Board (or the Chairman of the Board's delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chairman of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.

        Director Candidates Recommended by Shareholders.Stockholders.    The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders.stockholders. The procedures that shareholdersstockholders should use to nominate directors are provided in our Bylaws. For details, see "—SHAREHOLDER PROPOSALS""Stockholder Proposals" below. ShareholdersStockholders should also provide such additional information as will allow the Nominating and Corporate Governance Committee to evaluate the candidate in light of the key principles listed above, including but not limited to information concerning the candidate's commitment to the Company's core

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values, personal and professional ethics, business experience and independence. The Nominating and Corporate Governance Committee may ask the candidate or the shareholderstockholder nominating the candidate to provide additional information at any time, and may conduct its own investigation of a candidate's background, as the Nominating and Governance Committee deems appropriate under the circumstances. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder.stockholder.

        Nominees to the Board of Directors for the Annual Meeting.    The nominees for the Annual Meeting were recommended for selection by the Nominating and Corporate Governance Committee and were selected by the Board. Each of the nominees listed in this Proxy Statement is a current director standing for re-election.

COMMUNICATIONS WITH DIRECTORS

        The Company believes that communication between the Board, shareholdersstockholders and other interested stakeholders is an important part of the Company's corporate governance process. To this end, the Board has adopted ShareholderStockholder Communication Procedures that are available athttp://www.depomed.comwww.assertiotx.com under Investors—the caption "Investors—Corporate GovernanceGovernance—Documents" and that provide a process for shareholdersstockholders to send communications to the Board, any individual director or the non-management directors as a group, through the Chairman. Communications may be sent in writing or by email to: James P. Fogarty, Chairman Depomed,of the Board, Assertio Therapeutics, Inc., c/o Matthew M. Gosling, Corporate Secretary, 7999 Gateway Blvd.,General Counsel, 100 South Saunders Road, Suite 300, Newark, California 94560,Lake Forest, Illinois 60045, email:corpgov@depomed.comcorpgov@assertiotx.com.

        The Corporate Secretary will act as agent for the independent Chairman in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, "filter out" any direct communications from being presented to the independent Chairman without instruction from the independent Chairman, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the independent Chairman. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Ms. Dawes and Messrs. Fogarty, Lavigne, McKee, Molinelli, Savage, Staple and Tyree served as members of the Company's Compensation Committee during 2017.2018. None of the members of the Compensation Committee who served on the Compensation Committee during 20172018 is, or has ever been, an officer or employee of the Company or any of its subsidiaries. None of these directors had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K (Certain Relationships and Related Transactions). No interlocking relationship exists, or in the past fiscal year has existed, between any member of the Compensation Committee who served on the Compensation Committee during 20172018 and any member of any other company's board of directors or compensation committee.

CODE OF ETHICS

        The Board has adopted a Code of Business Conduct and Ethics (Code of Ethics) that applies to all of the Company's employees, officers and directors, including its principal executive officer and its principal financial officer or persons performing similar functions. A copy of the codeCode of Ethics is available on the Company's website athttp://www.depomed.comwww.assertiotx.com under the caption "Investors—Corporate Governance—Documents" and any amendments to or waivers of the codeCode of Ethics will be posted to such website. We intend to disclose future amendments to certain provisions of the code,Code of Ethics, and

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any waivers of the codeCode of Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

        As a pharmaceutical company, we have identified the following environmental, social and governance matters, by category, as among the most important to our business.

Environmental

•

We are committed to identifying and managing any environmental risks applicable to our business.



•

We have policies related to the proper handling of materials and chemicals.



•

We value our natural resources and seek to work with contractors who are aligned with these values.



•

Our product quality team oversees product safety, quality and compliance.

Social

•

We encourage diversity and inclusiveness in our workforce.



•

We seek to employ talented individuals as employees and develop them to their fullest potential.



•

We seek to offer our employees highly competitive compensation and benefit packages to retain them for the long term.



•

We offer wellness programs that focus on the health, safety and welfare of our employees, including an injury and illness prevention plan.

Governance

•

We are committed to maintaining a strong corporate governance program which we believe reflects best practices. The Board's Corporate Governance Guidelines (posted on the Company's website atwww.assertiotx.com) address, among other matters, the Board's composition and structure, the Board's responsibilities, the Board's retirement policy, the Board's meeting procedures, the Board's role in leadership development and general committee matters.



•

We are committed to building a diverse Board and actively seek out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen.



•

We require our employees to act responsibly in compliance with applicable laws, rules and regulations and to conduct dealings with patients, medical professionals, and the Company's customers, suppliers and competitors fairly, honestly and with integrity.



•

We provide regular training to our employees that supports their ability to act responsibly in compliance with applicable laws and standards.

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EXECUTIVE COMPENSATION CLAWBACK POLICYSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The Board has adopted an Executive Compensation Clawback Policy that applies to allfollowing table sets forth information regarding ownership of the Company's executive officers. A copycommon stock as of March 18, 2019 (or for information based on filings with the SEC as of the policy is available ondates specified below) by (a) each person known to the Company to own more than 5% of the outstanding shares of the Company's website athttp://www.depomed.com. In 2017,common stock, (b) each director and director nominee, (c) each named executive officer and (d) all current directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information made available to the Company didthat is deemed reliable.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Under Section 16(a) of the Exchange Act and SEC rules, the Company's directors, executive officers and beneficial owners of more than 10% of any class of equity security are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of these reports and representations of such reporting persons, the Company believes that during fiscal year 2017,2018, all such SEC filings were filed on time.time, except for one report later made on Form 5 on behalf of each of our non-employee directors detailing the vesting of restricted stock units.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The Audit Committee of the Board is responsible for monitoring and reviewing issues involving potential conflicts of interest and reviewing and approving related party transactions. During fiscal year 2017,2018, the Company did not engage, and does currently not propose to engage, in any transaction or series of transactions required to be disclosed by Item 404(a) of Regulation S-K in which the amount involved exceeded or exceeds $120,000 and in which any of the Company's directors or executive officers, any holder of more than 5% of any class of the Company's voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, nor was any director or executive officer or any of their family members indebted to the Company in any amount in excess of $120,000 at any time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

        The following table sets forth information regarding ownershipTable of the Company's common stock as of March 1, 2018 (or for information based on filings with the SEC as of the dates specified below) by (a) each person known to the Company to own more than 5% of the outstanding shares of the Company's common stock, (b) each director and director nominee, (c) each named executive officer and (d) all current directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information made available to the Company that is deemed reliable.Contents

EXECUTIVE OFFICERS AND SENIOR MANAGEMENT

        The Company's executive officers and other members of senior management are set forth in the table below. Biographical information for Mr. Higgins is set forth above under "Board of Directors and Director Nominees."BOARD OF DIRECTORS."

Daniel A. Peisert has served as our Senior Vice President and Chief Financial Officer since December 2018. Mr. Peisert previously served as our Senior Vice President, Business Development from August 2018 to November 2018 and our Vice President, Business Development from September 2017 to August 2018. Prior to Assertio, from October 2016 to September 2017, Mr. Peisert served as Vice President, US Legacy Pharmaceuticals for Concordia International Corp. where he had full P&L responsibility for the business unit. Prior to this, from March 2014 to October 2016, he was Vice President, Business Development for Concordia and was responsible for executing on the strategic M&A plan. From February 2012 to February 2014, Mr. Peisert served as a Research Analyst for Cupps Capital and from 2012 to 2013 he served as a Member of the Board of Directors and Secretary of SureGene LLC. From 2008 to 2012, Mr. Peisert was Director of Finance and Business Development for Marathon Pharmaceuticals, LLC a privately held specialty pharmaceutical company. Prior to entering the pharmaceutical industry, he was a healthcare equity analyst and portfolio manager for Magnetar Capital and UBS O'Connor and began his career as an auditor for PricewaterhouseCoopers. Mr. Peisert holds a B.S. in Business with an emphasis on Accounting from the University of Minnesota.

Stanley Bukofzer has served as our Senior Vice President and Chief Scientific and Technical Officer since December 1, 2018, prior to which he served as our Senior Vice President, Chief Medical and Scientific Officer since April 2018. He brings over 20 years of medical and scientific executive leadership experience to this role. Prior to Assertio, from January 2016 to April 2018, Dr. Bukofzer served as Chief Medical Officer at Ocera Therapeutics, Inc., a clinical stage biopharmaceutical company focused on acute and chronic orphan liver diseases. Prior to this, from 2012 to 2015 Dr. Bukofzer served as Chief Medical Officer of Hospira, Inc., where he oversaw the strategic direction and technical leadership of the Medical function across the company's global device and pharmaceutical businesses. Prior to this, from 2007 to 2012 he held the role of Vice President of Scientific and Medical Affairs at Astellas Pharma where executed initiatives across the seven therapeutic areas of anti-infectives, dermatology, hematology, oncology, immunology, cardiovascular, and transplant. Prior to joining Astellas, over an 11 year span, Dr. Bukofzer held positions of increased responsibilities at Abbott Laboratories most recently serving as Division Vice President and Head of Global Medical Affairs where he oversaw the lifecycle management for Abbott's international brand and product lines responsible for over $2 billion in annual sales. At Abbott he also served as Global Venture Head of Infectious Diseases, Medical Director of Clinical Development of Abbott International, Associate Director of U.S. Clinical Research and Medical Director of Africa and South Africa. Prior to entering the pharmaceutical industry, Dr. Bukofzer spent 15 years in academic medicine and private practice. Dr. Bukofzer received his MBBCh and MMed degrees from the University of Witwatersrand in South Africa with accreditations in internal medicine, gastroenterology, and hepatology.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis ("CD&A") outlines our 2018 executive compensation philosophy and objectives, describes the elements of our executive compensation program, and explains how the Compensation Committee (the "Committee") of the Board of Directors (the "Board") arrived at its compensation decisions for our 2018 named executive officers ("NEOs") listed below:

EXECUTIVE COMPENSATIONExecutive Summary

Compensation Discussion and Analysis

        This compensation discussion and analysis describes the material elements of compensation awarded to, earned by, or paid in 2017, to each of the named executive officers. This compensation discussion and analysis focuses on the information contained below under this "EXECUTIVE COMPENSATION" section, and in the related footnotes and narrative.

Executive Summary2018 Business Highlights

        DepomedAs we look back on fiscal 2018, it is clear that Assertio Therapeutics ("Assertio" or "Company") continues to be a specialty pharmaceutical company focused on paintransformation. From our name change to our newly established mission to advance patient care in the core service areas of neurology, orphan and other central nervous system (CNS) conditions. Our current specialty pharmaceutical business includesmedicines; the Company is committed to putting patients first and creating sustainable stockholder value. Indicative of the management team's primary focus on executing on our transformation and ensuring that it is supportive of long-term value creation for our stockholders, we note the following three primary products which we market in the United States:highlights for fiscal 2018:

•

Gralise®Adjusted Non-GAAP EBITDA⁽¹⁾ of $154.0M, exceeded our initial fiscal 2018 guidance (issued February 2018) of $125 - $135M (gabapentin), a once-daily product for



•

Neurology Franchise Net Sales of $110.3M, below our initial fiscal 2018 guidance (issued February 2018) of $120 - $125M

⁽¹⁾

A schedule reconciling Non-GAAP Adjusted EBITDA to net income is available in the managementAppendix to our Earnings Release filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2019.

        At the Company's annual meeting in May 2018, we doreceived substantial support for our revised executive compensation program, with approximately 95% of the stockholders who voted on the "say on pay" proposal approving the compensation of our NEOs. The revised executive compensation program implemented in Q12018 and in place at the time of the 2018 stockholder vote increased the performance orientation of the Company's annual equity program by adopting an equity mix of 50% performance units based on the Company's relative TSR performance vs. the Russell 3000 Pharmaceuticals Index and 50% time-vested restricted stock for the CEO and his direct reports (prior mix used a combination of time-vested stock options and time-vested restricted stock). Based on the positive feedback we received from our major stockholders, in addition to the vote result in 2018, and our view that the compensation program is functioning properly, we did not provide for automatic single trigger vestingmake additional substantive changes following the 2018 stockholder meeting to our compensation philosophy or the overall structure of equity awards upon the occurrence of a change in control;

Review of Competitive Market; Compensation Consultant

        To assist with the analysis of executive compensation for fiscal year 2017, the Compensation Committee engaged Aon Hewitt, Radford, a global professional services firm with expertise consulting on executive compensation matters in general and with specific expertise in the biopharma industry. Aon Hewitt, Radford reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to hire, fire and direct the work of Aon Hewitt, Radford. For fiscal year 2017, Aon Hewitt, Radford advised the Compensation Committee on a variety of compensation-related issues, including:

•

refining the Company's peer group for executive compensation purposes;



•

providing general information concerning executive compensation trends and developments, and regulatory developments;



•

compiling, analyzing and presenting competitive data to assist the Compensation Committee with its executive compensation decisions, including that of the Chief Executive Officer and the Company's other executive officers; and

•

providing information and analysis concerning hedging/pledging, clawback and share ownership guidelines

        Pursuant to SEC rules, the Compensation Committee has assessed the independence of Aon Hewitt, Radford and concluded it is independent and that no conflict of interest exists that would prevent Aon Hewitt, Radford from independently providing services to the Compensation Committee.

Peer Group and Market Data

        The Compensation Committee considers various sources of third party compensation information in connection with its compensation decisions. In particular, the committee considers compensation packages offered by its competitors for executive talent. In connection with its fiscal year 2017 compensation review, the Compensation Committee reviewed publicly available compensation information compiled by Aon Hewitt, Radford related to 13 commercial stage specialty pharmaceutical companies with revenues and market capitalizations generally similar to the Company at the time the peer group was developed in April 2017. The companies reviewed included:

Acorda Therapeutics, Inc.
Akorn, Inc.
AMAG Pharmaceuticals, Inc.
Amphastar Pharmaceuticals, Inc.
Emergent BioSolutions, Inc.
Halozyme Therapeutics, Inc.
Horizon Pharma plc
Impax Laboratories Inc.
Ionis Pharmaceuticals, Inc. (f/k/a ISIS Pharmaceuticals, Inc.)
Nektar Therapeutics
Pacira Pharmaceuticals, Inc.
Supernus Pharmaceuticals, Inc.
The Medicines Company

        The Company's peer group for compensation decisions made in early 2017 was similar to the peer group established in April 2017. Certain peers somewhat larger than the Company were removed and replaced with others with profiles similar to the Company. In light of developments in the Company's business,financial success when they deliver performance that helps achieve short and long-term corporate goals and increases in stockholder value. On an overall basis, target total compensation for our NEOs is calibrated to the Committee may reviewmarket median of a blend of our peer group (as defined below) and revise its proxy peers in 2018.

        The Compensation Committee reviews the information described above in order to understand current compensation practices at peer companies. However, the Compensation Committee does not engage in formal benchmarking relative to peer companies. The Committee uses competitive compensationsize-appropriate survey data from the annual total compensation studylife sciences industry. Certain executives may be above or below market median depending on their individual experience level and the value of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relativetheir role to the peer companiesorganization. In addition, the majority of compensation for all NEOs is in the form of variable compensation and therefore earned compensation can be above or below target depending on the broader U.S. market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company business unit and individual performance, scopeperformance.

Table of responsibility, critical needsContents

        Delivering on our strategic goals and skill sets, leadership potentialcreating value for stockholders requires a strong focus on attracting and succession planning.retaining a talented senior management team. To that end, our executive compensation program is grounded in the following principles:

Attraction and Retention		Enable Company to attract highly-talented people with exceptional leadership capabilities and retain high-caliber talent.
Competitiveness		Provide total compensation opportunities levels that are competitive with those being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent.
Stockholder Alignment		Deliver majority of compensation through pay elements that are designed to create long-term value for our stockholders, as well as foster a culture of ownership.
Pay for Performance		Ensure a significant portion of an executive's total compensation is variable ("at risk") and dependent upon the attainment of certain specific and measurable business performance objectives.

Compensation Elements

        Base Salary.    While        Our compensation philosophy is supported by the Company seeks to ensurefollowing principal pay elements:

        The following charts illustrate that a substantial portionmajority of its executives' compensation depends on the achievement of corporateNEO annual Target Total Direct Compensation ("TDC") is variable and individual goals, the Company also seeks to provide its executive officers with competitive annual base salaries in order to attract and retainperformance-based.