Amendment to Registration Rights Agreement



 Exhibit 10.30 
 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
 November 11, 2008 
 This Amendment to Registration Rights Agreement (the “Amendment”) is made and entered into as of November 11, 2008 by and among
Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), and the other parties signatory hereto (each a “Holder” and collectively, the “Holders”). Reference is made to that certain
Registration Rights Agreement (the “Agreement”) made and entered into as of March 14, 2008, by and among Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), and the investors signatory
thereto. Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. 
 WHEREAS, pursuant to
Section 2(a) of the Agreement, the Company prepared and filed with the Commission on April 11, 2008 a Registration Statement on Form S-3 (File No. 333-150204) (the “Registration Statement”) covering the resale of the
Registrable Securities, which Registration Statement was declared effective by the Commission on November 10, 2008; 
 WHEREAS, pursuant
to Section 2(c) of the Agreement, the Company is required to pay to each Holder Liquidated Damages in an amount equal to 5.0667% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for its Registrable
Securities, as a result of the Registration Statement not being declared effective during the period from July 8, 2008 through November 10, 2008 (the “Liquidated Damages Amount”); 
 WHEREAS, Section 6(g) of the Agreement provides that the Agreement may be amended with the written consent of the Company and the Holders of no less
than eighty percent of the then outstanding Registrable Securities; and 
 WHEREAS, the Company and the Holders signatory hereto wish to
amend the Agreement pursuant to Section 6(g) of the Agreement to provide that the Liquidated Damages Amount shall be payable in shares of the Company’s Common Stock valued at the closing market price of the Common Stock on the NASDAQ
Capital Market November 11, 2008, rounded down to the nearest whole share. 
 NOW, THEREFORE, IN CONSIDERATION of the mutual covenants
contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Holders agree as follows: 
 1. Notwithstanding anything in the Agreement to the contrary, the Liquidated Damages Amount payable to each Holder shall be payable in the number of
newly issued shares of Common Stock, rounded down to the nearest whole share, equal to the Liquidated Damages Amount payable to such Holder divided by $1.45 (the closing market price of the Common Stock on the NASDAQ Capital Market on
November 11, 2008) (the “Liquidated Damages Share Amount”). The Liquidated Damages Share Amount payable to each Holder is set forth on Annex A hereto. The Liquidated Damages Share Amount shall be the sole payment by the
Company for any and all damages of the Holders arising out of the Registration Statement not being declared effective by the Commission prior to November 10, 2008. The Liquidated Damages Share Amount shall be delivered to each holder as
promptly as practicable after the date of this Amendment. 







 2. This Amendment shall be governed by and construed in accordance with the laws of the State of New York
as applied to contracts entered into and performed entirely in New York by New York residents. 
 3. Except as expressly modified by this
Amendment, the Agreement shall continue in full force and effect according to its terms, and the signatories below hereby ratify and affirm all their respective rights and obligations under the Agreement as amended by this Amendment. In the event of
any conflict between this Amendment and the Agreement, this Amendment shall govern. 
 4. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Amendment. In the event that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof. 







 IN WITNESS WHEREOF, the parties have executed this Amendment to Registration Rights Agreement as of the
date first written above. 
  

			
	CORCEPT THERAPEUTICS INCORPORATED
		
	By:	 	/s/ Joseph K. Belanoff, M.D.
	Name:	 	Joseph K. Belanoff, M.D.
	Title:	 	Chief Executive Officer









 Holder 
  

									
	Longitude Venture Partners, L.P., a Delaware limited partnership	 		 	Sutter Hill Ventures, a California Limited Partnership
	By: Longitude Capital Partners, LLC	 		 	
	Its: General Partner	 		 	
					
	By:	 	/s/ Patrick Enright	 		 	By:	 	/s/ G. Leonard Baker, Jr.
	Name:	 	Patrick Enright	 		 	Name:	 	G. Leonard Baker, Jr.
	Title:	 	Managing Member	 		 	Title:	 	Managing Director of the General Partner

  

									
	Paperboy Ventures, LLC	 		 	Alta BioPharma Partners II, L.P.
					
	By:	 	/s/ Anthony C. Garland	 		 	By:	 	/s/ Hilary Strain
	Name:	 	Anthony C. Garland	 		 	Name:	 	Hilary Strain
	Title:	 	CFO & Managing Director	 		 	Title:	 	Vice President of Finance & Administration

  

									
	The 2008 Cook Grantor Retained Annuity Trust	 		 	Alta Embarcadero BioPharma Partners II, LLC
					
	By:	 	/s/ Joseph C. Cook, III	 		 	By:	 	/s/ Hilary Strain
	Name:	 	Joseph C. Cook, III	 		 	Name:	 	Hilary Strain
	Title:	 	Trustee	 		 	Title:	 	Vice President of Finance & Administration

  

									
	David L Mahoney & Winnifred C. Ellis 1998 Family Trust	 		 	James N. & Pamela Wilson Trust
					
	By:	 	/s/ David L. Mahoney	 		 	By:	 	/s/ James Wilson
	Name:	 	David L. Mahoney	 		 	Name:	 	James Wilson
	Title:	 	Trustee	 		 	Title:	 	Trustee

  

									
		 		 	Alan C. and Agnes B. Mendelson Family Trust
					
		 		 		 	By:	 	/s/ Alan C. Mendelson
		 		 		 	Name:	 	Alan C. Mendelson
		 		 		 	Title:	 	Trustee








 ANNEX A 
 LIQUIDATED DAMAGES SHARE AMOUNTS 
  

						
	 Holder
	  	Liquidated
Damages
Share
Amount	  	Number of
Liquidated
Damages
Shares
	 Longitude Venture Partners, L.P.
	  	$	506,666.67	  	349,425
	 The 2008 Cook Grantor Retained Annuity Trust
	  	 	25,333.33	  	17,471
	 David L Mahoney & Winnifred C. Ellis 1998 Family Trust
	  	 	10,133.33	  	6,988
	 James N. & Pamela Wilson Trust
	  	 	5,066.67	  	3,494
	 Alta BioPharma Partners II, L.P.
	  	 	150,103.61	  	103,519
	 Alta Embarcadero BioPharma Partners II, LLC
	  	 	1,896.39	  	1,307
	 Sutter Hill Ventures, a California Limited Partnership
	  	 	99,471.67	  	68,601
	 G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of the Baker Revocable Trust U/A/D 2/3/03
	  	 	48,133.36	  	33,195
	 Saunders Holdings, L.P.
	  	 	15,200.07	  	10,482
	 Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98*
	  	 	21,203.09	  	14,622
	 Gregory P. Sands and Sarah J.D. Sands as Trustees of Gregory P. and Sarah J.D. Sands Trust Agreement dated 2/24/99
	  	 	2,574.63	  	1,775
	 Tallack Partners, L.P.
	  	 	2,522.10	  	1,739
	 James N. White and Patricia A. O’Brien as Trustees of the White Family Trust U/A/D 4/3/97
	  	 	2,473.16	  	1,705
	 Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. and Christina R. Bird Trust Agreement dated 10/31/00
	  	 	2,227.04	  	1,535
	 Ronald Daniel Bernal and Pamela Mayer Bernal as Trustees of Bernal Family Trust U/D/T 11/3/95
	  	 	385.19	  	265
	 Michael I. Naar and Diane J. Naar as Trustees of Naar Family Trust U/A/D 12/22/94
	  	 	16.36	  	11
	 Robert Yin and Lily Yin as Trustees of Yin Family Trust dated March 1, 1997
	  	 	38.89	  	26
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Rollover)
	  	 	83.09	  	57
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Lynne B. Graw (Rollover)
	  	 	115.67	  	79
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover)
	  	 	882.75	  	608
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO William H Younger, Jr.
	  	 	16,603.20	  	11,450
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Sherryl W. Casella
	  	 	421.64	  	290
	 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David L. Anderson
	  	 	15,648.12	  	10,791









					
	 Holder
	  	Liquidated
Damages
Share
Amount	  	Number of
Liquidated
Damages
Shares
	 Paperboy Ventures, LLC
	  	304,000.00	  	209,655
	 VP Company Investments 2008, LLC
	  	1,266.69	  	873
	 Alan C. and Agnes B. Mendelson Family Trust
	  	1,266.69	  	873
	 The Trust company of Oxford, Trustee, Vaughn D. Bryson, 2008 GRAT #1
	  	10,133.33	  	6,988
	 Roy M. Barbee
	  	15,200.00	  	10,482
	 Douglas G. & Irene E. DeVivo Rev. Trust, dated 11/1/88
	  	5,066.67	  	3,494
	 Black Point Group LP
	  	12,666.67	  	8,735
	 Bruce Hardy McLain
	  	3,800.00	  	2,620