AMENDMENT TO REGISTRATION RIGHTS AGREEMENT November 11, 2008

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/ Xxxxxx X. Xxxxxxxx, M.D.
Name:		Xxxxxx X. Xxxxxxxx, M.D.
Title:		Chief Executive Officer

Holder

Longitude Venture Partners, L.P., a Delaware limited partnership						Xxxxxx Xxxx Ventures, a California Limited Partnership
By: Longitude Capital Partners, LLC
Its: General Partner
By:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ G. Xxxxxxx Xxxxx, Xx.
Name:		Xxxxxxx Xxxxxxx				Name:		G. Xxxxxxx Xxxxx, Xx.
Title:		Managing Member				Title:		Managing Director of the General Partner

Paperboy Ventures, LLC						Alta BioPharma Partners II, L.P.
By:		/s/ Xxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxxx X. Xxxxxxx				Name:		Xxxxxx Xxxxxx
Title:		CFO & Managing Director				Title:		Vice President of Finance & Administration

The 2008 Xxxx Grantor Retained Annuity Trust						Alta Embarcadero BioPharma Partners II, LLC
By:		/s/ Xxxxxx X. Xxxx, III				By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx X. Xxxx, III				Name:		Xxxxxx Xxxxxx
Title:		Trustee				Title:		Vice President of Finance & Administration

Xxxxx X Xxxxxxx & Xxxxxxxxx X. Xxxxx 1998 Family Trust						Xxxxx X. & Xxxxxx Xxxxxx Trust
By:		/s/ Xxxxx X. Xxxxxxx				By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx X. Xxxxxxx				Name:		Xxxxx Xxxxxx
Title:		Trustee				Title:		Trustee

						Xxxx X. and Xxxxx X. Xxxxxxxxx Family Trust
						By:		/s/ Xxxx X. Xxxxxxxxx
						Name:		Xxxx X. Xxxxxxxxx
						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 Xxxx Grantor Retained Annuity Trust			25,333.33		17,471
Xxxxx X Xxxxxxx & Xxxxxxxxx X. Xxxxx 1998 Family Trust			10,133.33		6,988
Xxxxx X. & Xxxxxx Xxxxxx 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
Xxxxxx Xxxx Ventures, a California Limited Partnership			99,471.67		68,601
G. Xxxxxxx Xxxxx, Xx. and Xxxx Xxxx Xxxxx, Co-Trustees of the Xxxxx Revocable Trust U/A/D 2/3/03			48,133.36		33,195
Xxxxxxxx Holdings, L.P.			15,200.07		10,482
Xxxxx Xxxx and Xxxxxx Xxxx Xxxx, Co-Trustees of the Xxxx Revocable Trust U/A/D 4/23/98*			21,203.09		14,622
Xxxxxxx X. Xxxxx and Xxxxx X.X. Xxxxx as Trustees of Xxxxxxx X. and Xxxxx X.X. Xxxxx Trust Agreement dated 2/24/99			2,574.63		1,775
Tallack Partners, L.P.			2,522.10		1,739
Xxxxx X. Xxxxx and Xxxxxxxx X. X’Xxxxx as Trustees of the White Family Trust U/A/D 4/3/97			2,473.16		1,705
Xxxxxxx X. Xxxx and Xxxxxxxxx X. Xxxx as Trustees of Xxxxxxx X. and Xxxxxxxxx X. Xxxx Trust Agreement dated 10/31/00			2,227.04		1,535
Xxxxxx Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx as Trustees of Xxxxxx Family Trust U/D/T 11/3/95			385.19		265
Xxxxxxx X. Naar and Xxxxx X. Xxxx as Trustees of Naar Family Trust U/A/D 12/22/94			16.36		11
Xxxxxx Xxx and Xxxx Xxx as Trustees of Yin Family Trust dated March 1, 1997			38.89		26
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Rollover)			83.09		57
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx (Rollover)			115.67		79
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx (Rollover)			882.75		608
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X Xxxxxxx, Xx.			16,603.20		11,450
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxxxx			421.64		290
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxxxxx			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
Xxxx X. and Xxxxx X. Xxxxxxxxx Family Trust		1,266.69		873
The Trust company of Oxford, Trustee, Xxxxxx X. Xxxxxx, 2008 GRAT #1		10,133.33		6,988
Xxx X. Xxxxxx		15,200.00		10,482
Xxxxxxx X. & Xxxxx X. XxXxxx Rev. Trust, dated 11/1/88		5,066.67		3,494
Black Point Group LP		12,666.67		8,735
Xxxxx Xxxxx XxXxxx		3,800.00		2,620