CORCEPT THERAPEUTICS INCORPORATED AMENDMENT NO. 1 TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.3

CORCEPT THERAPEUTICS INCORPORATED

AMENDMENT NO. 1 TO

AMENDED AND RESTATED INFORMATION AND

REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of March 16, 2004 by and among Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), and the persons and entities listed on the attached Exhibit A (collectively, the “Investors”).

RECITALS

A. In connection with the sale by the Company of its Series C Preferred Stock, the Company and the Investors entered into that certain Amended and Restated Information and Registration Rights Agreement dated as of May 8, 2001 (the “Rights Agreement”).

B. Section 18.5 of the Rights Agreement provides that the Rights Agreement may be amended by a written instrument signed by the Company and by persons holding a majority of the Registrable Securities calculated on an as-converted basis.

C. The Investors who have executed this Amendment hold a majority of the Registrable Securities calculated on as-converted basis.

D. In connection with the initial Registered public offering of the Company’s Common Stock, the Investors and the Company wish to amend the Rights Agreement as set forth herein.

THE PARTIES AGREE AS FOLLOWS:

1. Terms not defined in this Amendment shall have the meaning set forth in the Rights Agreement.

2. Except as set forth in this Amendment, the Rights Agreement shall remain in full force and effect.

3. Section 6.2(c) of the Rights Agreement shall be amended and restated to read in its entirety as follows:

(c) Allocation of Shares in Piggyback Registration. In the event that the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 6.2(b), the number of shares to be included in such

Registration shall be allocated (subject to Section 6.2(b)) in the following manner: the number of shares that may be included in the Registration and underwriting by selling stockholders shall be allocated among all Holders thereof and other holders of securities (other than Registrable Securities) requesting and legally entitled to include such securities in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such Registration; provided, however, that notwithstanding any provision to the contrary in this Agreement, including without limitation this Section 6, Xxxx Xxxxxxxxxx, or a member of his immediate family (“Xxxxxxxxxx”), may sell in the Company’s initial Registered public offering up to Seven Hundred Fifty Thousand (750,000) shares of the Company’s Common Stock. In such event, provided that the Underwriter’s Representative advises the Company that no Registrable Securities may be included in the initial Registered public offering due to market factors, then no Holder, other than Xxxxxxxxxx, shall be entitled to exercise piggyback registration rights pursuant to this Agreement in connection with such offering. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 6.2(c) shall be included in the Registration Statement.

4. This Agreement may be executed in two or more counterparts, including by facsimile, each of which shall constitute an original but all of which shall constitute one and the same instrument.

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

Company:						CORCEPT THERAPEUTICS INCORPORATED, a Delaware corporation
						By:		/s/    XXXXXX X. XXX
						Name:		Xxxxxx X. Xxx
						Title:		President

Investor:						XXXXXX HILL VENTURES, a California Limited Partnership
						By:		/s/    G. XXXXXXX XXXXX, XX.
						Name:		G. Xxxxxxx Xxxxx, Xx.
								Managing Director of the General Partner

						XXXXXX XXXX ENTREPRENEURS FUND (AI), L.P.
						By:		/s/    G. XXXXXXX XXXXX, XX.
						Name:		G. Xxxxxxx Xxxxx, Xx.
								Managing Director of the General Partner

						XXXXXX HILL ENTREPRENEURS FUND (QP), L.P.
						By:		/s/    G. XXXXXXX XXXXX, XX.
						Name:		G. Xxxxxxx Xxxxx, Xx.
								Managing Director of the General Partner

TOW PARTNERS, A California Limited Partnership
By:		/s/    XXXX X. XXXXXX
		Xxxx X. Xxxxxx, General Partner

ANVEST, L.P.
By:		/s/    XXXXX X. XXXXXXXX
		Xxxxx X. Xxxxxxxx, General Partner

XXXXXXXX HOLDINGS, L.P.
By:		/s/    G. XXXXXXX XXXXX, XX.
		G. Xxxxxxx Xxxxx, Xx., General Partner

THE XXXX/OTUS REVOCABLE TRUST U/A/D/ 4/23/98, XXXXX XXXX, TRUSTEE,
By:		/s/    XXXXX XXXX
Name:		Xxxxx Xxxx
Title:		Trustee

THE XXXXXXXXX CHARITABLE REMAINDER UNITRUST
By:		/s/    XXXXX XXXX
		Xxxxx Xxxx, Trustee

/s/    XXXXXXX X. XXXXX

XXXXXXX X. XXXXX

/s/    G. XXXXXXX XXXXX, XX.

G. XXXXXXX XXXXX, XX.

XXXXXXX X. AND XXXXX X.X. XXXXX,

TRUSTEES, THE XXXXXXX X. SAND XXXXX X.X. XXXXX TRUST AGREEMENT DATED 2/24/99

/s/    XXXXXXX X. XXXXX

Xxxxxxx X. Xxxxx, Trustee

THE YOUNGER LIVING TRUST, U/A/D 1/20/95 XXXXXXX X. XXXXXXX, XX., TRUSTEE

/s/    XXXXXXX X. XXXXXXX, XX.

Xxxxxxx X. Xxxxxxx, Xx., Trustee

SHV M/P/T/ FBO XXXXXXX X. XXXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

SHV M/P/T FBO XXXXXXX X. XXXXXXX, XX., XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

S HV M/P/T FBO XXXXXXX X. XXXXXXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

WYTHES 1999 GRANDCHILDREN’S TRUST, XXXXXXXX X. XXXXXX, XXXX X. XXXXXX, XX., AND XXXXX X. XXXXX, TRUSTEES
By:		/s/    XXXXX X. XXXXX
		Xxxxx X. Xxxxx, under Power of Attorney

THE REED TRAFFORD VETTEL 1999 IRREVOCABLE TRUST; XXXXX X. XXXXX AND XXXX X. XXXXXX, Xx., TRUSTEES
By:		/s/    XXXXX X. XXXXX
		Xxxx X. Xxxxxx, Xx., Trustee by Xxxxx X. Xxxxx under Power of Attorney

XXXX X. XXXXXX AND XXXXXX X. XXXXXX TRUSTEES, THE WYTHES LIVING TRUST (7/21/87)
By:		/s/    XXXXX X. XXXXX
		by Xxxxx X. Xxxxx under Power of Attorney

XXXXXXXX XXXXX XXXXXX 1997 IRREVOCABLE TRUST, XXXXX X. XXXXX AND XXXX X. XXXXXX, XX., TRUSTEES
By:		/s/    XXXXX X. XXXXX
		Xxxx X. Xxxxxx, Xx., Trustee by Xxxxx X. Xxxxx Under Power of Attorney

THE XXXXXXXX LIVING TRUST, U/A/D 1/22/98, XXXXX X. XXXXXXXX, TRUSTEE
By:		/s/    XXXXX X. XXXXXXXX
		Xxxxx X. Xxxxxxxx, Trustee

/s/    XXXXX X. XXXXXXX

XXXXX X. XXXXXXX

/s/    XXXXXXXX XXXXXXXX

XXXXXXXX XXXXXXXX

XXXXX X. XXXXXX AND XXXXXX X. XXXXXX TRUST, U/D/T SEPTEMBER 27, 1983
By:		Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Trustee

/s/    XXXXXXXX XXX

XXXXXXXX XXX

/s/    XXXXX X. XXXXX

XXXXX X. XXXXX

/s/    XXXXXXX XXXX, TRUSTEE

PHUA FAMILY TRUST DATED OCTOBER 24, 2002

/s/    XXXXX X. XXXXX

XXXXXXX X. XXXXXXX by Xxxxx X. Xxxxx Under Power of Attorney

/s/    XXXXX X. XXXXX

XXXXX XXXXX

1999 MELMON FAMILY TRUST, XXXX X. XXXXXX, TRUSTEE
By:		/s/    XXXXX X. XXXXX
Name:		Xxxxx X. Xxxxx Under Power of Attorney

WHITE FAMILY TRUST DATED 4/3/97, XXXXX X. XXXXX AND XXXXXXXX X. X’XXXXX, TRUSTEES
By:		/s/    XXXXX X. XXXXX
Name:		Xxxxx X. Xxxxx
Title:		Trustee

ALTA BIOPHARMA PARTNERS II, L.P.
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Managing Director

ALTA EMBARCADERO BIOPHARMA PARTNERS II, LLC
By:		/s/    XXXXXX XXXXXX
Name:		Xxxxxx Xxxxxx
Title:		VP of Finance and Admin.

MAVERICK FUND, LDC
By:		/s/    XXXX X. XXXXXXXXXX
Name:		Xxxx X. XxXxxxxxxx
Title:		Principal and General Counsel

MAVERICK FUND USA, LTD.
By:		/s/    XXXX X. XXXXXXXXXX
Name:		Xxxx X. XxXxxxxxxx
Title:		Principal and General Counsel

MAVERICK FUND II, LTD.
By:		/s/    XXXX X. XXXXXXXXXX
Name:		Xxxx X. XxXxxxxxxx
Title:		Principal and General Counsel

/s/    XXXXXX XXX

XXXXXX XXX

/s/    XXX XXXXX

XXX XXXXX

/s/    STUART DUTY

STUART DUTY

/s/    XXXXXXXX X. XXXXXXXX

XX. XXXXXXXX XXXXXXXX

/s/    JO XXXX

XXXXXXXXX HAI-I XXXX

/s/    XXXXXXX X. XXXXXX

XXXXXXX X. XXXXXX

/s/    XXXXXX XXXXXXXX

XXXXXX XXXXXXXX

/s/    XXXXXX X. XXXXXX

XXXXXX X. XXXXXX

/s/    XXXXXXX XXXXXX

XXXXXXX XXXXXX

/s/    XXXXX X. X’XXXX

XXXXX X. X’XXXX

/s/    XXXXXXXXXXX X. XXXXX

XXXXXXXXXXX X. XXXXX

/s/    XXXXXX X. XXXX

XXXXXX X. XXXX

SHV M/P/T FBO XXXXXXX X. XXXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President
SHV PROFIT SHARING PLAN FBO XXXXXXX X. XXXXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President
SHV PROFIT SHARING PLAN FBO XXXXX X. XXXXX (ROLLOVER), XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

SHV PROFIT SHARING PLAN FBO XXXXX X. XXXXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President
SHV PROFIT SHARING PLAN FBO XXXXXXXX XXX, XXXXX FARGO BANK, TRUSTEE
By:		/s/    XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President