Exhibit 10.1


    
      

    

    

      Exhibit
        10.1

      


      CORCEPT
        THERAPEUTICS INCORPORATED

      


      COMMON
        STOCK PURCHASE AGREEMENT

       

      This
        Common Stock Purchase Agreement (“Agreement”)
        is
        made as of March 30, 2007 (the “Effective
        Date”),
        by
        and among Corcept Therapeutics Incorporated, a Delaware corporation (the
        “Company”),
        and
        each of those persons and entities, severally and not jointly, listed as
        a
        Purchaser on the Schedule of Purchasers attached as Exhibit
        A
        hereto.
        Such persons and entities
        are hereinafter collectively referred to herein as “Purchasers”
and
        each individually as a “Purchaser”.

       

      AGREEMENT

       

      In
        consideration of the mutual covenants contained in this Agreement, and for
        other
        good and valuable consideration, the receipt of which is hereby acknowledged,
        the Company and each Purchaser (severally and not jointly) hereby agree as
        follows:

       

      SECTION
        1. AUTHORIZATION
        OF SALE OF SHARES.

       

      The
        Company has authorized the sale and issuance of 9,000,000 shares of its Common
        Stock, par value $0.001 per share (the “Common
        Stock”),
        on
        the terms and subject to the conditions set forth in this Agreement. The
        shares
        of Common Stock sold hereunder shall be referred to herein as the “Shares”.

       

      SECTION
        2. AGREEMENT
        TO SELL AND PURCHASE THE SHARES.

       

      2.1   Sale
        of Shares.
        At the
        Closing (as defined in Section 3), the Company will sell to each Purchaser,
        and
        each Purchaser will purchase from the Company, at a purchase price of $1.00
        per
        Share, the number of Shares set forth next to such Purchaser’s name on the
        Schedule of Purchasers.

       

      2.2   Separate
        Agreement.
        Each
        Purchaser shall severally, and not jointly, be liable for only the purchase
        of
        the Shares that
        appear on Exhibit
        A
        hereto
        and that relate to such Purchaser. The Company’s agreement with each of the
        Purchasers is a separate agreement, and the sale of Shares to each
        of
        the Purchasers is a separate sale. The obligations of each Purchaser hereunder
        are expressly not conditioned on the purchase by any or all of the other
        Purchasers of the Shares such other Purchasers have agreed to
        purchase.

       

      SECTION
        3. CLOSING
        AND DELIVERY.

       

      3.1   Closing.
        The
        Closing of the purchase and sale of the Shares pursuant to this Agreement
        (the
“Closing”)
        shall
        be held on March 30, 2007 at the offices of Latham & Watkins LLP, 140 Scott
        Drive, Menlo Park, California 94025, or on such other date and place as may
        be
        agreed to by the Company and the Purchasers.
        At or
        prior to the Closing, each Purchaser shall execute any related agreements
        or
        other documents required to be executed hereunder, dated as of the date of
        the
        Closing (the “Closing
        Date”).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.2   Delivery
        of the Shares at the Closing.
        At the
        Closing, the Company shall deliver to each Purchaser stock certificates
        registered in the name of such Purchaser, or in such nominee name(s) as
        designated by such Purchaser, representing the number of shares of Common
        Stock
        to be purchased by such Purchaser at the Closing as set forth in the Schedule
        of
        Purchasers against payment of the purchase price for such shares. The name(s)
        in
        which the stock certificates are to be issued to each Purchaser are set forth
        in
        the Investor Questionnaire and the Selling Stockholder Notice and Questionnaire
        in the form attached hereto as Appendix I and II (the “Investor Questionnaire”
and the “Selling Stockholder Questionnaire”, respectively), as completed by each
        Purchaser,
        which
        shall be provided to the Company no later than ten (10) business days prior
        to
        the Closing.

       

      SECTION
        4. REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF THE COMPANY.

       

      Except
        as
        set forth on the Schedule of Exceptions delivered to the Purchasers concurrently
        with the execution of this Agreement (the “Schedule
        of Exceptions”),
        the
        Company hereby represents and warrants as of the date hereof to, and covenants
        with, the Purchasers as follows:

       

      4.1   Organization
        and Standing.
        The
        Company has been duly incorporated and is validly existing as a
        corporation in
        good
        standing under the laws of Delaware, has full corporate power and authority
        to
        own or lease its properties and conduct its business as presently conducted,
        and
        is duly qualified as a foreign corporation and in good standing in all
        jurisdictions in which the character of the property owned or leased or the
        nature of the business transacted by it makes qualification necessary, except
        where the failure to be so qualified would not have a material adverse effect
        on
        the business, properties, financial condition or results or operations of
        the
        Company (a “Company
        Material Adverse Effect”).
        The
        Company has no subsidiaries or equity interest in any other entity.

       

      4.2   Corporate
        Power; Authorization.
        The
        Company has all requisite corporate power, and has taken all requisite corporate
        action, to execute and deliver this Agreement, sell and issue the Shares
        and
        carry out and perform all of its obligations under this Agreement. This
        Agreement constitutes the legal, valid and binding obligation of the Company,
        enforceable in accordance with its terms, except (i) as limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws relating
        to
        or affecting the enforcement of creditors’ rights generally, (ii) as limited by
        equitable principles generally, including any specific performance, and (iii)
        as
        to those provisions of Section 8.3 relating to indemnity or contribution.
        The
        execution and delivery of this Agreement does not, and the performance of
        this
        Agreement and the compliance with the provisions hereof and the issuance,
        sale
        and delivery of the Shares by the Company will not conflict with, or result
        in a
        breach or violation of the terms, conditions or provisions of, or constitute
        a
        default under, or result in the creation or imposition of any lien pursuant
        to
        the terms of, the Certificate of Incorporation or Bylaws of the Company or
        any
        statute, law, rule (including federal and state securities laws and the rules
        and regulations of the NASDAQ Stock Market (the “Principal
        Market”))
        applicable to the Company or regulation or any state or federal order, judgment
        or decree applicable to the Company or any indenture, mortgage, lease or
        other
        material agreement or instrument to which the Company is a party or any of
        its
        properties is subject.


      
        
          
          

        

        
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      4.3   Issuance
        and Delivery of the Shares.
        The
        Shares, when issued and paid for in compliance with the provisions of this
        Agreement, will be validly issued, fully paid and nonassessable. The issuance
        and delivery of the Shares is not subject to preemptive, co-sale, right of
        first
        refusal or any other similar rights of the stockholders of the Company or
        any
        liens or encumbrances. Assuming the accuracy of the representations made
        by each
        Purchaser in Section 5, the offer and issuance by the Company of the Shares
        is
        exempt from registration under the 1933 Act. 

       

      4.4   SEC
        Documents; Financial Statements.
        The
        Company has filed in a timely manner all documents that the Company was required
        to file with the Securities and Exchange Commission (the “Commission”)
        under
        Sections 13, 14(a) and 15(d) the Securities Exchange Act of 1934, as amended
        (the “Exchange
        Act”),
        since
        becoming subject
        to the requirements of the Exchange Act. As of their respective filing dates
        (or, if amended prior to the date of this Agreement, when amended), all
        documents filed by the Company with the Commission (the “SEC
        Documents”)
        complied in all material respects with the requirements of the Exchange Act
        and
        the rules and regulations of the Commission promulgated thereunder. None
        of the
        SEC Documents as of their respective dates contained any untrue statement
        of
        material fact or omitted to state a material fact required to be stated therein
        or necessary to make the statements made therein, in light of the circumstances
        under which they were made, not misleading. The financial statements of the
        Company included in the SEC Documents (the “Financial
        Statements”)
        comply
        as to form in all material respects with applicable accounting requirements
        and
        with the published rules and regulations of the Commission with respect thereto.
        The
        Financial Statements have been prepared in accordance with United States
        generally accepted accounting principles consistently applied and fairly
        present
        the financial position of the Company at the dates thereof and the results
        of
        its operations and cash flows for the periods then ended (subject, in the
        case
        of unaudited statements, to normal, recurring adjustments).

       

      4.5   Capitalization.
        All of
        the Company’s outstanding shares of capital stock have been duly authorized and
        validly issued and are fully paid and nonassessable, have been issued in
        compliance with all federal and state securities laws, and were not issued
        in
        violation of or subject to any preemptive right or other rights to subscribe
        for
        or purchase securities. The authorized capital stock of the Company consists
        of
        140,000,000 shares of common stock and 10,000,000 shares of undesignated
        Preferred Stock, none of which are issued and outstanding as of the Effective
        Date.
        As of
        the Effective Date, there are 25,731,766 shares of Common Stock issued and
        outstanding, of which no shares are owned by the Company. There are no other
        shares of any other class or series of capital stock of the Company issued
        or
        outstanding. The Company has no capital stock reserved for issuance, except
        that, as of the Effective Date, there are 1,809,686 shares
        of
        Common Stock reserved for issuance pursuant to options outstanding on such
        date
        pursuant to the Company’s 2000 Stock Option Plan and 2004 Equity Incentive Plan.
        There are no bonds, debentures, notes or other indebtedness having general
        voting rights (or convertible into securities having such rights) (“Voting
        Debt”)
        of the
        Company issued and outstanding.  Except as stated above, there are no
        existing options, warrants, calls, subscriptions or other rights, agreements,
        arrangements or commitments of any character, relating to the issued or unissued
        capital stock of the Company, obligating the Company to issue, transfer,
        sell,
        redeem, purchase, repurchase or otherwise acquire or cause to be issued,
        transferred, sold, redeemed, purchased, repurchased or otherwise acquired
        any
        capital stock or Voting Debt of, or other equity interest in, the Company
        or
        securities or rights convertible into or exchangeable for such shares or
        equity
        interests or obligations of the Company to grant, extend or enter into any
        such
        option, warrant, call, subscription or other right, agreement, arrangement
        or
        commitment.  The issuance of Common Stock or other securities pursuant to
        any provision of this Agreement will not give rise to any preemptive rights
        or
        rights of first refusal on behalf of any Person or result in the triggering
        of
        any anti-dilution or other similar rights. Except as disclosed in the SEC
        Documents, there are no agreements or arrangements under which the Company
        or
        any of its Subsidiaries is obligated to register the sale of any of their
        securities under the 1933 Act. There are no securities or instruments containing
        anti-dilution provisions that will be triggered by the issuance of the Shares.
        The Company has made available upon request of the Purchasers, a true, correct
        and complete copy of the Company’s Certificate of Incorporation, as amended and
        as in effect on the date hereof (the “Certificate
        of Incorporation”),
        and
        the Company’s Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”).


      
        
          
          

        

        
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      4.6   Litigation.
        There is
        no pending or, to the Company’s knowledge, threatened, action, suit or other
        proceeding to which the Company is a party or to which its property or assets
        are subject.

       

      4.7   Governmental
        Consents. No
        consent, approval, order or authorization of, or registration, qualification,
        designation, declaration or filing with, any federal, state, or local
        governmental authority on the part of the Company is required in connection
        with
        the consummation of the transactions contemplated by this Agreement except
        for
        (a) compliance with the securities and blue sky laws in the states and other
        jurisdictions in which shares of Common Stock are offered and/or sold, which
        compliance will be effected in accordance with such laws, and (b) the filing
        of
        a registration statement and all amendments thereto with the Commission as
        contemplated by Section 8.1 of this Agreement.

       

      4.8   No
        Material Adverse Change.
        Since
        September 30, 2006, except as disclosed in the SEC Documents, there have
        not
        been any changes in the assets, liabilities, financial condition or operations
        of the Company from that reflected in the Financial Statements for the quarter
        ended September 30, 2006 except changes which have not had, either individually
        or in the aggregate, a Company Material Adverse Effect.

       

      4.9   No
        General Solicitation.
        Neither
        the Company, nor any of its affiliates, nor any Person acting on its or their
        behalf, has engaged in any form of general solicitation or general advertising
        (within the meaning of Regulation D promulgated under the Securities Act
        of
        1933, as amended (the “Securities
        Act”))
        in
        connection with the offer or sale of the Shares.  

       

      4.10   No
        Integrated Offering.
        None of
        the Company, its Subsidiaries, any of their affiliates, or any Person acting
        on
        their behalf has, directly or indirectly, made any offers or sales of any
        security or solicited any offers to buy any security, under circumstances
        that
        would require registration of any of the Shares under the 1933 Act or cause
        this
        offering of the Shares to be integrated with prior offerings by the Company
        for
        purposes of the 1933 Act or any applicable stockholder approval provisions,
        including, without limitation, under the rules and regulations of the Principal
        Market.


      
        
          
          

        

        
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      4.11   Sarbanes-Oxley
        Act.
        To the
        knowledge of the executive officers of the Company, the Company is in material
        compliance with the requirements of the Sarbanes-Oxley Act of 2002 that are
        effective and applicable to the Company as of the date hereof, and the rules
        and
        regulations promulgated by the SEC thereunder that are effective and applicable
        to the Company as of the date hereof.

       

      4.12   Patents
        and Trademarks.
        To the
        knowledge of the executive officers of the Company, the Company and the
        Subsidiaries have, or have rights to use, all patents, patent applications,
        trademarks, trademark applications, service marks, trade names, copyrights,
        licenses and other similar rights that are necessary or material for use
        in
        connection with their respective businesses as described in the SEC Documents
        and which the failure to so have could, individually or in the aggregate,
        have
        or reasonably be expected to result in a Material Adverse Effect (collectively,
        the “Intellectual Property Rights”).  Except as set forth in the SEC
        Documents, neither the Company nor any Subsidiary has received a written
        notice
        that the Intellectual Property Rights used by the Company or any Subsidiary
        violates or infringes upon the rights of any Person.  Except as set forth
        in the SEC Documents, to the knowledge of the executive officers of the Company,
        all such Intellectual Property Rights are enforceable and there is no existing
        infringement by another Person of any of the Intellectual Property
        Rights.

       

      4.13   Listing
        and Maintenance Requirements.
        Except
        as specified in the SEC Documents and the Schedule of Exceptions, the Company
        has not, in the two years preceding the date hereof, received notice from
        the
        Principal Market to the effect that the Company is not in compliance with
        the
        listing or maintenance requirements thereof.  Except as disclosed in the
        SEC Documents and the Schedule of Exceptions, the Company is in compliance
        with
        the listing and maintenance requirements for continued listing of the Common
        Stock. The issuance and sale of the Shares under this Agreement does not
        contravene the rules and regulations of the Principal Market and no approval
        of
        the shareholders of the Company thereunder is required for the Company to
        issue
        and deliver to the Purchasers the Shares. 

       

      4.14   Disclosure.
        The
        Company understands and confirms that the Purchasers will rely on the foregoing
        representations and covenants in effecting transactions in securities of
        the
        Company.  To the knowledge of the executive officers of the Company, all
        due diligence materials regarding the Company, its business and the transactions
        contemplated hereby, furnished by or on behalf of the Company to the Purchasers
        upon their request are, when taken together with the SEC Documents, true
        and
        correct in all material respects and do not contain any untrue statement
        of a
        material fact or omit to state any material fact necessary in order to make
        the
        statements made therein, in light of the circumstances under which they were
        made, not misleading.


      
        
          
          

        

        
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      SECTION
        5. REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF THE PURCHASERS.

       

      5.1   Each
        Purchaser, severally and not jointly, represents and warrants to and covenants
        with the Company that:

       

      (a)   Purchaser,
        taking into account the personnel and resources it can practically bring
        to bear
        on the purchase of the Shares contemplated hereby, is knowledgeable,
        sophisticated and experienced in making, and is qualified to make, decisions
        with respect to investments in shares presenting an investment decision like
        that involved in the purchase of the Shares, including investments in securities
        issued by the Company, and has requested, received, reviewed and considered
        all
        information Purchaser deems relevant (including the SEC Documents) in making
        an
        informed decision to purchase the Shares.

       

      (b)   Purchaser
        is acquiring the Shares pursuant to this Agreement in the ordinary course
        of its
        business and for its own account for investment only and with no present
        intention of distributing any of such Shares or any arrangement or understanding
        with any other persons regarding the distribution of such Shares, except
        in
        compliance with Section 5.1(c).

       

      (c)   Purchaser
        will not, directly or indirectly, offer, sell, pledge, transfer or otherwise
        dispose of (or solicit any offers to buy, purchase or otherwise acquire or
        take
        a pledge of) any of the securities purchased hereunder except in compliance
        with
        the Securities Act, applicable blue sky laws, and the rules and regulations
        promulgated thereunder.

       

      (d)   Purchaser
        has, in connection with its decision to purchase the Shares, relied with
        respect
        to the Company and its affairs solely upon the SEC Documents and the
        representations and warranties of the Company contained herein.

       

      (e)   Purchaser
        is an “accredited investor” within the meaning of Rule 501 of Regulation D
        promulgated under the Securities Act or a Qualified Institutional Buyer within
        the meaning of Rule 144A promulgated under the Securities Act.

       

      (f)   Purchaser
        has full right, power, authority and capacity to enter into this Agreement
        and
        to consummate the transactions contemplated hereby and has taken all necessary
        action to authorize the execution, delivery and performance of this Agreement.
        Upon the execution and delivery of this Agreement by Purchaser, this Agreement
        shall constitute a valid and binding obligation of Purchaser, enforceable
        in
        accordance with its terms, except (i) as limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or similar laws relating to or affecting
        the enforcement of creditors’ rights generally, (ii) as limited by equitable
        principles generally, including any specific performance, and (iii) as to
        those
        provisions of Section 8.3 relating to indemnity or contribution.

       

      (g)   Purchaser
        is not a broker or dealer registered pursuant to Section 15 of the
        Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not
        affiliated with a registered broker dealer. Purchaser is not party to any
        agreement for distribution of the Shares.

       

      
        
          
            
            

          

          
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      (h)   The
        Purchaser shall have completed or caused to be completed and delivered to
        the
        Company at no later than 10 business days prior to the Closing Date, the
        Investor Questionnaire and the Selling Stockholder Questionnaire for use
        in
        preparation of the Registration Statement, and the answers to the Questionnaires
        are true and correct in all material respects as of the date of this Agreement
        and will be true and correct as of the Closing Date and the effective date
        of
        the Registration Statement; provided that the Purchasers shall be entitled
        to
        update such information by providing notice thereof to the Company before
        the
        effective date of such Registration Statement.

       

      5.2   Purchaser
        represents, warrants and covenants to the Company that Purchaser has not,
        either
        directly or indirectly through an affiliate, agent or representative of the
        Company, engaged in any transaction in the Securities of the Company subsequent
        to October 15, 2006. Purchaser represents and warrants to and covenants with
        the
        Company that Purchaser has not engaged and will not engage in any short sales
        of
        the Company’s Common Stock prior to the effectiveness of the Registration
        Statement (either directly or indirectly through an affiliate, agent or
        representative). 

       

      5.3   Purchaser
        understands that nothing in this Agreement or any other materials presented
        to
        Purchaser in connection with the purchase and sale of the Shares constitutes
        legal, tax or investment advice. Purchaser has consulted such legal, tax
        and
        investment advisors as it, in its sole discretion, has deemed necessary or
        appropriate in connection with its purchase of the Shares.

       

      5.4   Legends.
        It is
        understood that the Shares may bear one or more legends in substantially
        the
        following form and substance:

       

      “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED,
        SOLD,
        TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION
        OF
        CERTAIN CONDITIONS, WHICH ARE SET FORTH IN THAT CERTAIN COMMON STOCK PURCHASE
        AGREEMENT DATED MARCH 30, 2007, WHICH ALSO CONTAINS VARIOUS OTHER PROVISIONS
        AFFECTING THESE SECURITIES, BINDING UPON TRANSFEREES HEREOF. INFORMATION
        CONCERNING THESE RESTRICTIONS AND PROVISIONS MAY BE OBTAINED FROM THE
        CORPORATION OR ITS LEGAL COUNSEL.”

       

      In
        addition stock certificates representing the Shares may contain:

       

      (a)   Any
        legend required by the laws of the State of California, including any legend
        required by the California Department of Corporations.

       

      (b)   Any
        legend required by the blue sky laws of any other state to the extent such
        laws
        are applicable to the sale of the Shares hereunder. 


      
        
          
          

        

        
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      5.5   Restricted
        Securities.
        Purchaser understands that the Shares are characterized as “restricted
        securities” under the federal securities laws inasmuch as they are being
        acquired from the Company in a transaction not involving a public offering
        and
        that under such laws and applicable regulations such Shares may be resold
        without registration under the Securities Act only in certain limited
        circumstances. In this connection, such Purchaser represents that it is familiar
        with Commission Rule 144, as presently in effect, and understands the resale
        limitations imposed thereby and by the Securities Act.

       

      SECTION
        6. CONDITIONS
        TO COMPANY’S OBLIGATIONS AT THE CLOSING.

       

      The
        Company’s obligation to complete the sale and issuance of the Shares and deliver
        shares of Common Stock to each Purchaser, individually, as set forth in the
        Schedule of Purchasers shall be subject to the following conditions to the
        extent not waived by the Company:

       

      6.1   Receipt
        of Payment.
        The
        Company shall have received payment, by wire transfer of immediately available
        funds, in the full amount of the purchase price for the number of Shares
        being
        purchased by such Purchaser at the Closing as set forth in the Schedule of
        Purchasers.

       

      6.2   Representations
        and Warranties. The
        representations and warranties made by such Purchaser in Section 5 hereof
        shall
        be true and correct in all material respects when made and shall be true
        and
        correct in all material respects on the Closing Date.

       

      SECTION
        7. CONDITIONS
        TO PURCHASERS’ OBLIGATIONS AT THE CLOSING.

       

      Each
        Purchaser’s obligation to accept delivery of the Shares and to pay for the
        Shares shall be subject to the following conditions to the extent not waived
        by
        such Purchaser:

       

      7.1   Representations
        and Warranties Correct.
        The
        representations and warranties made by the Company in Section 4 hereof shall
        be
        true and correct in all material respects when made and any failure of such
        representations and warranties to be true and correct in all material respects
        after the date hereof shall not have resulted in a Company Material Adverse
        Effect as of the Closing Date.

       

      7.2   Compliance
        Certificate.
        Each
        Purchaser shall have received a certificate signed by an officer of the Company
        certifying to the fulfillment of the conditions set forth in Section
        7.

       

      SECTION
        8. REGISTRATION
        OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

       

      8.1   Registration
        Procedures and Expenses.
        The
        Company is obligated to do the following:

       

      (a)   The
        Company shall use its commercially reasonable efforts to prepare and file
        with
        the Commission, not later than the second business day after the date on
        which
        the Company files its annual report on Form 10-K for its fiscal year ending
        December 31, 2006 with the SEC, a registration statement on Form S-3 (or
        such
        other registration form that the Company may then be eligible to use) in
        order
        to register with the Commission the resale by the Purchasers, from time to
        time,
        of the Shares through Nasdaq or the facilities of any national securities
        exchange on which the Company’s Common Stock is then traded, or in
        privately-negotiated transactions (a “Registration
        Statement”).
        The
        Company shall use its commercially reasonable efforts to cause such Registration
        Statement to be declared effective as soon thereafter as reasonably
        practicable.


      
        
          
          

        

        
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      (b)   If
        such a
        Registration Statement has been filed, the Company shall use its commercially
        reasonable efforts to prepare and file with the Commission (i) such amendments
        and supplements to the Registration Statement and the prospectus used in
        connection therewith, (ii) such SEC reports and (iii) such other filings
        required by the Commission, in each case as may be necessary to keep the
        Registration Statement effective and not misleading until the earliest of
        (A)
        the second anniversary date of the Closing Date, or (B) such time as all
        of the
        Shares held by the Purchasers can be sold within a given three-month period
        pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing,
        following the effectiveness of the Registration Statement, the Company may,
        at
        any time, suspend the effectiveness of the Registration Statement for up
        to 60
        days, as appropriate (a “Suspension
        Period”),
        by
        giving notice to the Purchasers, if the Company shall have determined that
        the
        Company may be required to disclose any material corporate development.
Notwithstanding
        the foregoing, the
        Company may not suspend the effectiveness of the Registration
        Statement
        more
        than twice during any twelve-month period. Each
        Purchaser agrees that, upon receipt of any notice from the Company of a
        Suspension Period, such Purchaser will not sell any Shares pursuant to the
        Registration Statement until (i) such Purchaser is advised in writing by
        the
        Company that the use of the applicable prospectus may be resumed, (ii) such
        Purchaser has received copies of any additional or supplemental or amended
        prospectus, if applicable, and (iii) such Purchaser has received copies of
        any
        additional or supplemental filings which are incorporated or deemed to be
        incorporated by reference in such prospectus.

       

      (c)   In
        order
        to facilitate the public sale or other disposition of all or any of the Shares
        by each Purchaser, the Company shall furnish to each Purchaser with respect
        to
        the Shares registered under the Registration Statement such number of copies
        of
        prospectuses, prospectus supplements and preliminary prospectuses as such
        Purchaser reasonably requests in conformity with the requirements of the
        Securities Act. 

       

      (d)   The
        Company shall file any documents required of the Company for normal blue
        sky
        clearance in states specified in writing by each Purchaser; provided, however,
        that the Company shall not be required to qualify to do business or consent
        to
        service of process in any jurisdiction in which it is not now so qualified
        or
        has not so consented.

       

      (e)   Other
        than fees and expenses, if any, of counsel or other advisers to the Purchasers,
        which fees and expenses shall be borne by the Purchasers, the Company shall
        bear
        all expenses (exclusive of any brokerage fees, underwriting discounts and
        commissions) in connection with the procedures in paragraphs (a) through
        (d) of
        this Section 8.1.

       

      (f)   With
        a
        view to making available to the Purchasers the benefits of Rule 144 promulgated
        under the Securities Act (“Rule
        144”)
        and
        any other rule or regulation of the Commission that may at any time permit
        a
        Purchaser to sell Shares to the public without registration or pursuant to
        registration, the Company covenants and agrees to use its commercially
        reasonable efforts to: (i) make and keep public information available, as
        those
        terms are understood and defined in Rule 144, until the earlier of (A) the
        second anniversary of the Closing Date or (B) such date as all of the Shares
        shall have been resold; (ii) file with the Commission in a timely manner
        all
        reports and other documents required of the Company under the Exchange Act;
        and
        (iii) furnish to any Purchaser upon request, as long as the Purchaser owns
        any
        Shares, (A) a written statement by the Company that it has complied with
        the reporting requirements of the Exchange Act, (B) a copy of the most recent
        annual or quarterly report of the Company, and (C) such other information
        as may
        be reasonably requested in order to avail any Purchaser of any rule or
        regulation of the Commission that permits the selling of any such Shares
        without
        registration under the Securities Act.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      8.2   Transfer
        of Shares After Registration.
        Each
        Purchaser agrees that such Purchaser will not effect any disposition of the
        Shares that would constitute a sale within the meaning of the Securities
        Act,
        except:

       

      (a)   pursuant
        to the Registration Statement, in which case such Purchaser shall submit
        the
        certificates evidencing the Shares to the Company’s transfer agent, accompanied
        by a separate certificate executed by such Purchaser or by an officer of,
        or
        other authorized person designated by, such Purchaser, to the effect that
        (A)
        the Shares have been sold in accordance with the Registration Statement and
        (B)
        the requirement of delivering a current prospectus has been satisfied;
        or

       

      (b)   in
        a
        transaction exempt from registration under the Securities Act, in which case
        such Purchaser shall, prior to effecting such disposition, submit to the
        Company
        an opinion of counsel in form and substance reasonably satisfactory to the
        Company to the effect that the proposed transaction is in compliance with
        the
        Securities Act.

       

      8.3   Indemnification.
        As used
        in this Section 8.3 the following terms shall have the following respective
        meanings:

       

      (a)   “Selling
        Stockholder”
shall
        mean a Purchaser of Shares under this Agreement and any transferee of such
        a
        Purchaser who is entitled to resell Shares pursuant to the Registration
        Statement;

       

      (b)   “Registration
        Statement”
shall
        include any final prospectus, exhibit, supplement or amendment included in
        or
        relating to the Registration Statement referred to in Section 8.1;
        and

       

      (c)   “Untrue
        Statement”
shall
        include any untrue statement or alleged untrue statement, or any omission
        or
        alleged omission to state in the Registration Statement a material fact required
        to be stated therein or necessary to make the statements therein, in the
        light
        of the circumstances under which they were made, not misleading.

       

      The
        Company agrees to indemnify and hold harmless each Selling Stockholder from
        and
        against any losses, claims, damages or liabilities to which such Selling
        Stockholder may become subject (under the Securities Act or otherwise) insofar
        as such losses, claims, damages or liabilities (or actions or proceedings
        in
        respect thereof) arise out of, or are based upon, any Untrue Statement on
        or
        after the effective date of the Registration Statement, or on or after the
        date
        of any prospectus or prospectus supplement or the date of any sale by Purchaser
        thereunder, or arise out of any failure by the Company to fulfill any
        undertaking included in the Registration Statement and the Company will
        reimburse such Selling Stockholder for any reasonable legal or other expenses
        reasonably incurred in investigating, defending or preparing to defend any
        such
        action, proceeding or claim; provided, however, that the Company shall not
        be
        liable to such Selling Stockholder in any such case to the extent that such
        loss, claim, damage or liability arises out of, or is based upon, an Untrue
        Statement made in such Registration Statement in reliance upon and in conformity
        with information furnished to the Company by or on behalf of such Selling
        Stockholder specifically for use in preparation of the Registration Statement,
        or the failure of such Selling Stockholder to comply with the covenants and
        agreements contained in Section 8.1 or 8.2 hereof respecting sale of the
        Shares
        or any statement or omission in any Prospectus that is corrected in any
        subsequent prospectus that was delivered to the Selling Stockholder prior
        to the
        pertinent sale or sales by the Selling Stockholder.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Each
        Purchaser, severally and not jointly, agrees to indemnify and hold harmless
        the
        Company (and each person, if any, who controls the Company within the meaning
        of
        Section 15 of the Securities Act, each officer of the Company who signs the
        Registration Statement and each director of the Company) from and against
        any
        losses, claims, damages or liabilities to which the Company (or any such
        officer, director or controlling person) may become subject (under the
        Securities Act or otherwise), insofar as such losses, claims, damages or
        liabilities (or actions or proceedings in respect thereof) arise out of,
        or are
        based upon, any failure to comply with the covenants and agreements contained
        in
        Section 8.1 or 8.2 hereof respecting sale of the Shares, or any Untrue Statement
        contained in the Registration Statement on or after the effective date thereof,
        or in any prospectus supplement as of its issue date or date of any sale
        by
        Purchaser thereunder, if such Untrue Statement was made in reliance upon
        and in
        conformity with information furnished by or on behalf of such Purchaser
        specifically for use in preparation of the Registration Statement, and such
        Purchaser will reimburse the Company (or such officer, director or controlling
        person), as the case may be, for any legal or other expenses reasonably incurred
        in investigating, defending or preparing to defend any such action, proceeding
        or claim.

       

      Promptly
        after receipt by any indemnified person of a notice of a claim or the beginning
        of any action in respect of which indemnity is to be sought against an
        indemnifying person pursuant to this Section 8.3, such indemnified person
        shall
        notify the indemnifying person in writing of such claim or of the commencement
        of such action, and, subject to the provisions hereinafter stated, in case
        any
        such action shall be brought against an indemnified person and such indemnifying
        person shall have been notified thereof, such indemnifying person shall be
        entitled to participate therein, and, to the extent it shall wish, to assume
        the
        defense thereof, with counsel reasonably satisfactory to such indemnified
        person. After notice from the indemnifying person to such indemnified person
        of
        its election to assume the defense thereof, such indemnifying person shall
        not
        be liable to such indemnified person for any legal expenses subsequently
        incurred by such indemnified person in connection with the defense thereof;
        provided, however, that if there exists or shall exist a conflict of interest
        that would make it inappropriate, in the opinion of counsel to the indemnified
        person, for the same counsel to represent both the indemnified person and
        such
        indemnifying person or any affiliate or associate thereof, the indemnified
        person shall be entitled to retain its own counsel at the expense of such
        indemnifying person; provided, however, that no indemnifying person shall
        be
        responsible for the fees and expenses of more than one separate counsel for
        all
        indemnified parties.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      8.4   Termination
        of Conditions and Obligations.
        The
        conditions precedent imposed by Section 5 or this Section 8 upon the
        transferability of the Shares shall cease and terminate as to any particular
        number of the Shares when such Shares shall have been sold or otherwise disposed
        of in accordance with the intended method of disposition set forth in the
        Registration Statement covering such Shares or at such time as an opinion
        of
        counsel satisfactory to the Company shall have been rendered to the effect
        that
        such conditions are not necessary in order to comply with the Securities
        Act.

       

      8.5   Information
        Available.
        So long
        as the Registration Statement is effective covering the resale of Shares
        owned
        by the Purchasers, the Company will furnish to the Purchasers, upon the
        reasonable request of any Purchaser, an adequate number of copies of the
        prospectuses and supplements to supply to any other party requiring such
        prospectuses.

       

      8.6   Plan
        of Distribution.
        Each
        Purchaser agrees to distribute the Shares in compliance with the plan of
        distribution set forth in the Registration Statement.

       

      SECTION
        9. BROKER’S
        FEE.

       

      The
        Company and each Purchaser (severally and not jointly) hereby represent that
        there are no brokers or finders entitled to compensation in connection with
        the
        sale of the Shares, and shall indemnify each other for any such fees for
        which
        they are responsible.

       

      SECTION
        10. NOTICES.

       

      All
        notices, requests, consents and other communications hereunder shall be in
        writing, shall be sent by confirmed facsimile or mailed by first-class
        registered or certified airmail, or nationally recognized overnight express
        courier, postage prepaid, and shall be deemed given when so sent in the case
        of
        facsimile transmission, or when so received in the case of mail or courier,
        and
        addressed as follows:

       

      (a)   if
        to the
        Company, to:

       

      Corcept
        Therapeutics Incorporated

      149
        Commonwealth Drive

      Menlo
        Park, California 94025

      Attention:
        Chief Executive Officer

      Facsimile:
        (650) 327-3218

      


      with
        a
        copy so mailed to:

       

      Latham
        & Watkins LLP 

      140
        Scott
        Drive

      Menlo
        Park, California 94025

      Attention:
        Alan C. Mendelson

      Facsimile:
        (650) 463-2600

      


      or
        to
        such other person at such other place as the Company shall designate to the
        Purchasers in writing; and


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (b)   if
        to the
        Purchasers, at the address as set forth at the end of this Agreement, or
        at such
        other address or addresses as may have been furnished to the Company in
        writing.

       

      SECTION
        11. MISCELLANEOUS.

       

      11.1   Waivers
        and Amendments.
        Neither
        this Agreement nor any provision hereof may be changed, waived, discharged,
        terminated, modified or amended except upon the written consent of the Company
        and holders of at least a majority of the Shares (including, for such purpose,
        only those Shares not resold under the Registration Statement).

       

      11.2   Headings.
        The
        headings of the various sections of this Agreement have been inserted for
        convenience of reference only and shall not be deemed to be part of this
        Agreement.

       

      11.3   Severability.
        In case
        any provision contained in this Agreement should be invalid, illegal or
        unenforceable in any respect, the validity, legality and enforceability of
        the
        remaining provisions contained herein shall not in any way be affected or
        impaired thereby.

       

      11.4   Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California as applied to contracts entered into and performed entirely
        in California by California residents, without regard to conflicts of law
        principles.

       

      11.5   Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        constitute an original, but all of which, when taken together, shall constitute
        but one instrument, and shall become effective when one or more counterparts
        have been signed by each party hereto and delivered to the other
        parties.

       

      11.6   Successors
        and Assigns.
        Except
        as otherwise expressly provided herein, the provisions hereof shall inure
        to the
        benefit of, and be binding upon, the successors, assigns, heirs, executors
        and
        administrators of the parties hereto.

       

      11.7   Entire
        Agreement.
        This
        Agreement and other documents delivered pursuant hereto, including the exhibit
        and the Schedule of Exceptions, constitute the full and entire understanding
        and
        agreement between the parties with regard to the subjects hereof and
        thereof.

       

      11.8   Payment
        of Fees and Expenses.
        Each of
        the Company and the Purchasers shall bear its own expenses and legal fees
        incurred on its behalf with respect to this Agreement and the transactions
        contemplated hereby.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party shall be entitled to reasonable
        attorney’s fees,
        costs and necessary disbursements in addition to any other relief to which
        such
        party may be entitled.

       

      [signature
        pages follow]


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be executed by their duly
        authorized representatives as of the day and year first above
        written.

       

      
        	 	
                CORCEPT
                  THERAPEUTICS INCORPORATED

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Fred Kurland

              
	 	
                Name:

              	
                Fred
                  Kurland

              
	 	
                Title:

              	
                Chief
                  Financial Officer

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Signature
        pages follow]

      PURCHASERS:

      


      
        	
                Judith
                  E. Cook and Joseph C. Cook, Jr., JTWROS

                By:
                  /s/ Judith E. Cook

                    
Judith
                  E. Cook

                By:
                  /s/ Joseph C. Cook, Jr.

                    
Joseph
                  C. Cook, Jr.

                 

              	
                Farview
                  Management, Co. L.P. A Texas Limited Partnership

                By:
                  /s/ Joseph C. Cook, Jr.

                    Joseph
                  C. Cook, Jr.

                    General
                  Partner

              
	
                The
                  David L. Mahoney and Winnifred C. Ellis 

                1998
                  Family Trust

                By:
                  /s/ David L. Mahoney

                    
David
                  L. Mahoney

                    
                  Trustee

                 

              	
                The
                  Schatzberg Family Trust

                By:
                  /s/ Alan Schatzberg

                    Alan
                  Schatzberg

                 

              
	
                James
                  N. & Pamela Wilson Trust

                By:
                  /s/ James N. Wilson

                    
James
                  N. Wilson

                    
                  General Partner

                 

              	
                Wilson
                  Family Partnership

                By:
                  /s/ James N. Wilson

                    James
                  N. Wilson

                    Trustee

                 

              
	
                Anthony
                  C. Garland

                By:
                  /s/ Anthony C. Garland

                    
                  Anthony C. Garland

                 

              	
                Paperboy
                  Ventures LLC

                By:
                  /s/ Anthony C. Garland

                    Anthony
                  C. Garland

                    Chief
                  Financial Officer

                 

              
	
                VP
                  Company Investments, 2004 LLC

                By:
                  /s/ Alan Mendelson

                    
Alan
                  Mendelson

                    
                  Managing Member

                 

              	
                Mendelson
                  Family Trust

                By:
                  /s/ Alan Mendelson

                    Alan
                  Mendelson

                    Trustee

                 

              
	
                Peter
                  Hecht

                By:
                  /s/ Peter Hecht

                    
Peter
                  Hecht

                 

              	
                Vaughn
                  D. Bryson

                By:
                  /s/ Vaughn Bryson

                    Vaughn
                  Bryson

                 

              
	
                Daniel
                  M. Bradbury

                By:
                  /s/ Daniel M. Bradbury

                    
Daniel
                  M. Bradbury

                 

              	
                Douglas
                  G. & Irene E. DeVivo Revocable Trust dated
                  11/1/88

                By:
                  /s/ Douglas G. DeVivo

                    
                  Douglas G. DeVivo

                    
                  Trustee

                 

              
	
                James
                  A. and Zo P. Harper 

                Joint
                  Tenants with Right of Survivorship 

                By:
                  /s/ Zo. P. Harper

                    
Zo
                  P.
                  Harper

                By:
                  /s/James A. Harper

                    
James
                  A. Harper

                 

              	
                Black
                  Point Group LP

                By:
                  /s/ Benjamin Shaw

                    
                  Benjamin Shaw

                    
                  Manager

                 

                 

              
	
                James
                  Coyne King

                By:
                  /s/ James Coyne King

                    
James
                  Coyne King 

                 

                Sutter
                  Hill Entrepreneurs Fund (AI), L.P.

                By:
                  /s/ G. Leonard Baker, Jr.

                    
G.
                  Leonard Baker, Jr.

                    
                  Managing Director of the General Partner

                 

                Sutter
                  Hill Entrepreneurs Fund (QP), L.P.

                By:
                  /s/ G. Leonard Baker, Jr.

                    
G.
                  Leonard Baker, Jr.

                    
                  Managing Director of the General Partner

                 

              	
                Alta
                  BioPharma Partners II, L.P.

                By:
                  /s/ Jean Deleage

                    
Jean
                  Deleage

                    
                  Managing Director

                 

                Alta
                  Embarcadero BioPharma Partners II, LLC

                By:
                  /s/ Jean Deleage

                    
Jean
                  Deleage

                    
                  Managing Director

                 

                Sutter
                  Hill Ventures, A California Limited Partnership

                By:
                  /s/ G. Leonard Baker

                    
G.
                  Leonard Baker

                    
                  Managing Director of the General Partner

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                David
                  L. Anderson, Trustee of

                The
                  Anderson Living Trust U/A/D 1/22/98

                By:
                  /s/ David L. Anderson

                    
David
                  L. Anderson

                    
                  Trustee

                 

                Anvest,
                  L.P.

                By:
                  /s/ David L. Anderson

                    
David
                  L. Anderson

                    
                  General Partner

                 

              	
                G.
                  Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees
                  of

                The
                  Baker Revocable Trust U/A/D 2/3/03

                By:
                  /s/ G. Leonard Baker, Jr.

                    
G.
                  Leonard Baker, Jr.

                    
                  Trustee

                 

                Saunders
                  Holdings, L.P.

                By:
                  /s/ G. Leonard Baker, Jr.

                    
G.
                  Leonard Baker, Jr.

                    
                  General Partner

                 

              
	
                William
                  H. Younger, Jr., Trustee of 

                The
                  Younger Living Trust U/A/D 1/20/95

                By:
                  /s/ William H. Younger, Jr.

                    
                  William H. Younger, Jr.

                    
                  Trustee

                 

                Gregory
                  P. and Sarah J.D. Sands Trust Agreement Dated
                  2/24/99

                By:
                  /s/ Gregory P. Sands

                    
                  Gregory P. Sands

                    
                  Trustee

                 

              	
                The
                  Coxe Revocable Trust U/A/D 4/23/98 

                By:
                  /s/ Tench Coxe 

                    
Tench
                  Coxe

                    
                  Trustee

                 

                Tallack
                  Partners, L.P.

                By:
                  /s/ James C. Gaither *

                    
James
                  C. Gaither

                *
                  signed by David E. Sweet Under Power of Attorney

                 

              
	
                James
                  N. White and Patricia A. O’Brien, Trustees of The White Family Trust U/A/D
                  4/3/97

                By:
                  /s/ James N. White

                    
James
                  N. White

                    
                  Trustee 

                 

                Ronald
                  Daniel Bernal and Pamela Mayer Bernal as Trustees of The Bernal
                  Family
                  Trust U/D/T 11/3/1995

                By:
                  /s/ Ronald D. Bernal*

                    
Ronald
                  D. Bernal

                *
                  signed by David E. Sweet Under Power of Attorney

                 

              	
                Jeffrey
                  W. and Christina R. Bird Trust Agreement Dated
                  10/31/00

                By:
                  Jeffrey W. Bird

                    
                  Jeffrey W. Bird

                     Trustee

                 

                David
                  E. Sweet and Robin T. Sweet as Trustees of

                The
                  David and Robin Sweet Living Trust Dated 7/6/04

                By:
                  /s/ David E. Sweet

                    
David
                  E. Sweet

                    
                  Trustee

                 

              
	
                Sheryl
                  Wiley Casella, Trustee of

                Sheryl
                  Wiley Casella Revocable Trust Dated 5/8/06

                By:
                  /s/ Sheryl Wiley Casella*

                    
Sheryl
                  Wiley Casella

                *
                  signed by David E. Sweet Under Power of Attorney

                 

                Patricia
                  Tom

                By:
                  /s/ Patricia Tom

                    
                  Patricia Tom

                 

                Robert
                  Yin and Lily Yin as Trustees of Yin Family Trust

                Dated
                  March 1, 1997

                By:
                  /s/ Robert Yin

                    
Robert
                  Yin

                    
                  Trustee

              	
                Lynne
                  B. Graw

                By:
                  /s/ Lynne B. Graw*

                    
Lynne
                  B. Graw

                *signed
                  by David E. Sweet Under Power of Attorney

                 

                Michael
                  I. Naar and Diane J. Naar as Trustees of

                Naar
                  Family Trust U/A/D 12/22/94

                By:
                  /s/ Diane J. Naar

                    
Diane
                  J. Naar

                     Trustee

              


      

      

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        A

      SCHEDULE
        OF PURCHASERS

      
        	
                Name
                  and Address

              	 	
                Number
                  of Shares

              	 	
                Aggregate
                  Purchase Price

              	 
	 	 	 	 	 	 
	
                Judith
                  E. Cook and Joseph C. Cook, Jr., JTWROS

                1600
                  Divison Street, Suite 630

                Nashville,
                  TN 37203

              	 	 	
                300,000

              	 	
                $

              	
                300,000

              	 
	 	 	 	 	 	 	 	 
	
                Farview
                  Management Co. L.P. a Texas Limited Partnership

                1600
                  Division Street, Suite 630

                Nashville,
                  TN 37203-2755

              	 	 	
                300,000

              	 	
                $

              	
                300,000

              	 
	 	 	 	 	 	 	 	 
	
                The
                  David L. Mahoney and Winnifred C. Ellis 1998 Family Trust

                Pier
                  5, Suite 102

                San
                  Francisco, CA 94111

              	 	 	
                200,000

              	 	
                $

              	
                200,000

              	 
	 	 	 	 	 	 	 	 
	
                The
                  Schatzberg Family Trust

                c/o
                  Cambridge Trust Company

                1336
                  Massachusetts Avenue

                Cambridge,
                  MA 02138

                attn:
                  David G. Strachan, Jr.

              	 	 	
                50,000

              	 	
                $

              	
                50,000

              	 
	 	 	 	 	 	 	 	 
	
                James
                  N. & Pamela Wilson Trust

                26045
                  Bentley Court

                Los
                  Altos Hills, CA 94022

              	 	 	
                300,000

              	 	
                $

              	
                300,000

              	 
	 	 	 	 	 	 	 	 
	
                Wilson
                  Family Partnership

                26045
                  Bentley Court

                Los
                  Altos Hills, CA 94022

              	 	 	
                60,000

              	 	
                $

              	
                60,000

              	 
	 	 	 	 	 	 	 	 
	
                Anthony
                  C. Garland

                1875
                  K Street NW, Suite 700

                Washington,
                  DC 20006

              	 	 	
                100,000

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 	 	 	 
	
                Paperboy
                  Ventures LLC

                1875
                  K Street NW, Suite 700

                Washington,
                  DC 20006

              	 	 	
                4,250,000

              	 	
                $

              	
                4,250,000

              	 
	 	 	 	 	 	 	 	 
	
                VP
                  Company Investments, 2004 LLC

                140
                  Scott Drive

                Menlo
                  Park, CA 94025

              	 	 	
                25,000

              	 	
                $

              	
                25,000

              	 
	 	 	 	 	 	 	 	 
	
                Mendelson
                  Family Trust

                76
                  De Bell Drive

                Atherton,
                  CA 94027

              	 	 	
                25,000

              	 	
                $

              	
                25,000

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Name
                  and Address

              	 	
                Number
                  of Shares

              	 	
                Aggregate
                  Purchase Price

              	 
	 	 	 	 	 	 
	
                Peter
                  Hecht

                320
                  Bent Street

                Cambridge,
                  MA 02142

              	 	 	
                100,000

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 	 	 	 
	
                Vaughn
                  D. Bryson

                719
                  Grove Place

                Vero
                  Beach, FL 32963

              	 	 	
                100,000

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 	 	 	 
	
                Daniel
                  M. Bradbury

                9360
                  Town Center Drive

                San
                  Diego, CA 92121

              	 	 	
                50,000

              	 	
                $

              	
                50,000

              	 
	 	 	 	 	 	 	 	 
	
                Douglas
                  G. & Irene E. DeVivo Revocable Trust dated 11/1/88

                40
                  Laburnum Road

                Atherton,
                  CA 94027

              	 	 	
                100,000

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 	 	 	 
	
                James
                  A, and Zo P. Harper Joint Tenants with Right of Survivorship

                2222
                  Cedar Elm Terrace

                Westlake,
                  TX 76262

              	 	 	
                50,000

              	 	
                $

              	
                50,000

              	 
	 	 	 	 	 	 	 	 
	
                Black
                  Point Group LP

                100
                  Fore Street

                Portland,
                  ME 04101

              	 	 	
                100,000

              	 	
                $

              	
                100,000

              	 
	 	 	 	 	 	 	 	 
	
                James
                  Coyne King

                1
                  Beacon Street, 21st Floor

                Boston,
                  MA 02108

              	 	 	
                50,000

              	 	
                $

              	
                50,000

              	 
	 	 	 	 	 	 	 	 
	
                Alta
                  BioPharma Partners II, L.P.

              	 	 	
                1,446,777

              	 	
                $

              	
                1,446,777

              	 
	 	 	 	 	 	 	 	 
	
                Alta
                  Embarcadero BioPharma Partners II, LLC

              	 	 	
                53,223

              	 	
                $

              	
                53,223

              	 
	 	 	 	 	 	 	 	 
	
                Sutter
                  Hill Ventures, A California Limited Partnership

              	 	 	
                791,347
                  

              	 	
                $

              	
                791,347

              	 
	 	 	 	 	 	 	 	 
	
                Sutter
                  Hill Entrepreneurs Fund (AI), L.P.

              	 	 	
                6,851
                  

              	 	
                $

              	
                6,851

              	 
	 	 	 	 	 	 	 	 
	
                Sutter
                  Hill Entrepreneurs Fund (QP), L.P.

              	 	 	
                17,345
                  

              	 	
                $

              	
                17,345

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Name
                  and Address

              	 	
                Number
                  of Shares

              	 	
                Aggregate
                  Purchase Price

              	 
	 	 	 	 	 	 
	
                David
                  L. Anderson, Trustee of

                The
                  Anderson Living Trust U/A/D 1/22/98

              	 	 	
                54,325

              	 	
                $

              	
                54,325

              	 
	 	 	 	 	 	 	 	 
	
                David
                  L. Anderson, General Partner

                Anvest,
                  L.P.

              	 	 	
                54,325
                  

              	 	
                $

              	
                54,325

              	 
	 	 	 	 	 	 	 	 
	
                G.
                  Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of

                The
                  Baker Revocable Trust U/A/D 2/3/03

              	 	 	
                71,996
                  

              	 	
                $

              	
                71,996

              	 
	 	 	 	 	 	 	 	 
	
                G.
                  Leonard Baker, Jr., General Partner

                Saunders
                  Holdings, L.P.

              	 	 	
                82,310
                  

              	 	
                $

              	
                82,310

              	 
	 	 	 	 	 	 	 	 
	
                William
                  H. Younger, Jr., Trustee of

                The
                  Younger Living Trust U/A/D 1/20/95

              	 	 	
                99,294
                  

              	 	
                $

              	
                99,294

              	 
	 	 	 	 	 	 	 	 
	
                Tench
                  Coxe and Simone Otus Coxe, Co-Trustees of

                The
                  Coxe Revocable Trust U/A/D 4/23/98

              	 	 	
                116,444
                  

              	 	
                $

              	
                116,444

              	 
	 	 	 	 	 	 	 	 
	
                Gregory
                  P. Sands and Sarah J.D. Sands as Trustees of

                Gregory
                  P. and Sarah J.D. Sands Trust Agreement Dated 2/24/99

              	 	 	
                11,659
                  

              	 	
                $

              	
                11,659

              	 
	 	 	 	 	 	 	 	 
	
                James
                  C. Gaither, General Partner

                Tallack
                  Partners, L.P.

              	 	 	
                13,998
                  

              	 	
                $

              	
                13,998

              	 
	 	 	 	 	 	 	 	 
	
                James
                  N. White and Patricia A. O'Brien as Trustees of

                The
                  White Family Trust U/A/D 4/3/97

              	 	 	
                5,133
                  

              	 	
                $

              	
                5,133

              	 
	 	 	 	 	 	 	 	 
	
                Jeffrey
                  W. Bird and Christina R. Bird as Trustees of

                Jeffrey
                  W. and Christina R. Bird Trust Agreement Dated 10/31/00

              	 	 	
                2,602
                  

              	 	
                $

              	
                2,602

              	 
	 	 	 	 	 	 	 	 
	
                Ronald
                  Daniel Bernal and Pamela Mayer Bernal as Trustees of

                Bernal
                  Family Trust U/D/T 11/3/1995

              	 	 	
                2,748
                  

              	 	
                $

              	
                2,748

              	 
	 	 	 	 	 	 	 	 
	
                David
                  E. Sweet and Robin T. Sweet as Trustees of

                The
                  David and Robin Sweet Living Trust Dated 7/6/04

              	 	 	
                4,801
                  

              	 	
                $

              	
                4,801

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Name
                  and Address

              	 	
                Number
                  of Shares

              	 	
                Aggregate
                  Purchase Price

              	 
	 	 	 	 	 	 
	
                Sherryl
                  Wiley Casella, Trustee of

                Sheryl
                  Wiley Casella Revocable Trust Dated 5/8/06

              	 	 	
                3,009

              	 	
                $

              	
                3,009

              	 
	 	 	 	 	 	 	 	 
	
                Lynne
                  B. Graw

              	 	 	
                826

              	 	
                $

              	
                826

              	 
	 	 	 	 	 	 	 	 
	
                Michael
                  I. Naar and Diane J. Naar as Trustees of Naar Family Trust U/A/D
                  12/22/94

              	 	 	
                116
                  

              	 	
                $

              	
                116

              	 
	 	 	 	 	 	 	 	 
	
                Patricia
                  Tom

              	 	 	
                593

              	 	
                $

              	
                593

              	 
	 	 	 	 	 	 	 	 
	
                Robert
                  Yin and Lily Yin as Trustees of Yin Family Trust Dated March 1,
                  1997

              	 	 	
                278
                  

              	 	
                $

              	
                278

              	 
	 	 	 	 	 	 	 	 
	
                Total

              	 	 	
                9,000,000

              	 	
                $

              	
                9,000,000