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 Companys Common Stock valued at the closing market price of the Common Stock on the NASDAQ Capital Market November 11, 2008, rounded down to the nearest whole share.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Holders agree as follows:
1. Notwithstanding anything in the Agreement to the contrary, the Liquidated Damages Amount payable to each Holder shall be payable in the number of newly issued shares of Common Stock, rounded down to the nearest whole share, equal to the Liquidated Damages Amount payable to such Holder divided by $1.45 (the closing market price of the Common Stock on the NASDAQ Capital Market on November 11, 2008) (the Liquidated Damages Share Amount). The Liquidated Damages Share Amount payable to each Holder is set forth on Annex A hereto. The Liquidated Damages Share Amount shall be the sole payment by the Company for any and all damages of the Holders arising out of the Registration Statement not being declared effective by the Commission prior to November 10, 2008. The Liquidated Damages Share Amount shall be delivered to each holder as promptly as practicable after the date of this Amendment.
2. This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applied to contracts entered into and performed entirely in New York by New York residents.
3. Except as expressly modified by this Amendment, the Agreement shall continue in full force and effect according to its terms, and the signatories below hereby ratify and affirm all their respective rights and obligations under the Agreement as amended by this Amendment. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern.
4. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Amendment. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment to Registration Rights Agreement as of the date first written above.
CORCEPT THERAPEUTICS INCORPORATED | ||
By: | /s/ Joseph K. Belanoff, M.D. | |
Name: | Joseph K. Belanoff, M.D. | |
Title: | Chief Executive Officer |
Holder
Longitude Venture Partners, L.P., a Delaware limited partnership | Sutter Hill Ventures, a California Limited Partnership | |||||||
By: Longitude Capital Partners, LLC | ||||||||
Its: General Partner | ||||||||
By: | /s/ Patrick Enright | By: | /s/ G. Leonard Baker, Jr. | |||||
Name: | Patrick Enright | Name: | G. Leonard Baker, Jr. | |||||
Title: | Managing Member | Title: | Managing Director of the General Partner |
Paperboy Ventures, LLC | Alta BioPharma Partners II, L.P. | |||||||
By: | /s/ Anthony C. Garland | By: | /s/ Hilary Strain | |||||
Name: | Anthony C. Garland | Name: | Hilary Strain | |||||
Title: | CFO & Managing Director | Title: | Vice President of Finance & Administration |
The 2008 Cook Grantor Retained Annuity Trust | Alta Embarcadero BioPharma Partners II, LLC | |||||||
By: | /s/ Joseph C. Cook, III | By: | /s/ Hilary Strain | |||||
Name: | Joseph C. Cook, III | Name: | Hilary Strain | |||||
Title: | Trustee | Title: | Vice President of Finance & Administration |
David L Mahoney & Winnifred C. Ellis 1998 Family Trust | James N. & Pamela Wilson Trust | |||||||
By: | /s/ David L. Mahoney | By: | /s/ James Wilson | |||||
Name: | David L. Mahoney | Name: | James Wilson | |||||
Title: | Trustee | Title: | Trustee |
Alan C. and Agnes B. Mendelson Family Trust | ||||||||
By: | /s/ Alan C. Mendelson | |||||||
Name: | Alan C. Mendelson | |||||||
Title: | Trustee |
ANNEX A
LIQUIDATED DAMAGES SHARE AMOUNTS
Holder | Liquidated Damages Share Amount | Number of Liquidated Damages Shares | |||
Longitude Venture Partners, L.P. | $ | 506,666.67 | 349,425 | ||
The 2008 Cook Grantor Retained Annuity Trust | 25,333.33 | 17,471 | |||
David L Mahoney & Winnifred C. Ellis 1998 Family Trust | 10,133.33 | 6,988 | |||
James N. & Pamela Wilson Trust | 5,066.67 | 3,494 | |||
Alta BioPharma Partners II, L.P. | 150,103.61 | 103,519 | |||
Alta Embarcadero BioPharma Partners II, LLC | 1,896.39 | 1,307 | |||
Sutter Hill Ventures, a California Limited Partnership | 99,471.67 | 68,601 | |||
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of the Baker Revocable Trust U/A/D 2/3/03 | 48,133.36 | 33,195 | |||
Saunders Holdings, L.P. | 15,200.07 | 10,482 | |||
Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98* | 21,203.09 | 14,622 | |||
Gregory P. Sands and Sarah J.D. Sands as Trustees of Gregory P. and Sarah J.D. Sands Trust Agreement dated 2/24/99 | 2,574.63 | 1,775 | |||
Tallack Partners, L.P. | 2,522.10 | 1,739 | |||
James N. White and Patricia A. OBrien as Trustees of the White Family Trust U/A/D 4/3/97 | 2,473.16 | 1,705 | |||
Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. and Christina R. Bird Trust Agreement dated 10/31/00 | 2,227.04 | 1,535 | |||
Ronald Daniel Bernal and Pamela Mayer Bernal as Trustees of Bernal Family Trust U/D/T 11/3/95 | 385.19 | 265 | |||
Michael I. Naar and Diane J. Naar as Trustees of Naar Family Trust U/A/D 12/22/94 | 16.36 | 11 | |||
Robert Yin and Lily Yin as Trustees of Yin Family Trust dated March 1, 1997 | 38.89 | 26 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Rollover) | 83.09 | 57 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Lynne B. Graw (Rollover) | 115.67 | 79 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover) | 882.75 | 608 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO William H Younger, Jr. | 16,603.20 | 11,450 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Sherryl W. Casella | 421.64 | 290 | |||
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David L. Anderson | 15,648.12 | 10,791 |
Holder | Liquidated Damages Share Amount | Number of Liquidated Damages Shares | ||
Paperboy Ventures, LLC | 304,000.00 | 209,655 | ||
VP Company Investments 2008, LLC | 1,266.69 | 873 | ||
Alan C. and Agnes B. Mendelson Family Trust | 1,266.69 | 873 | ||
The Trust company of Oxford, Trustee, Vaughn D. Bryson, 2008 GRAT #1 | 10,133.33 | 6,988 | ||
Roy M. Barbee | 15,200.00 | 10,482 | ||
Douglas G. & Irene E. DeVivo Rev. Trust, dated 11/1/88 | 5,066.67 | 3,494 | ||
Black Point Group LP | 12,666.67 | 8,735 | ||
Bruce Hardy McLain | 3,800.00 | 2,620 |