AMENDMENT TO REGISTRATION RIGHTS AGREEMENT November 11, 2008

EX-10.30 7 dex1030.htm AMENDMENT TO REGISTRATION RIGHTS AGREEMENT Amendment to Registration Rights Agreement

Exhibit 10.30

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

November 11, 2008

This Amendment to Registration Rights Agreement (the “Amendment”) is made and entered into as of November 11, 2008 by and among Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), and the other parties signatory hereto (each a “Holder” and collectively, the “Holders”). Reference is made to that certain Registration Rights Agreement (the “Agreement”) made and entered into as of March 14, 2008, by and among Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), and the investors signatory thereto. Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement.

WHEREAS, pursuant to Section 2(a) of the Agreement, the Company prepared and filed with the Commission on April 11, 2008 a Registration Statement on Form S-3 (File No. 333-150204) (the “Registration Statement”) covering the resale of the Registrable Securities, which Registration Statement was declared effective by the Commission on November 10, 2008;

WHEREAS, pursuant to Section 2(c) of the Agreement, the Company is required to pay to each Holder Liquidated Damages in an amount equal to 5.0667% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for its Registrable Securities, as a result of the Registration Statement not being declared effective during the period from July 8, 2008 through November 10, 2008 (the “Liquidated Damages Amount”);

WHEREAS, Section 6(g) of the Agreement provides that the Agreement may be amended with the written consent of the Company and the Holders of no less than eighty percent of the then outstanding Registrable Securities; and

WHEREAS, the Company and the Holders signatory hereto wish to amend the Agreement pursuant to Section 6(g) of the Agreement to provide that the Liquidated Damages Amount shall be payable in shares of the Company’s Common Stock valued at the closing market price of the Common Stock on the NASDAQ Capital Market November 11, 2008, rounded down to the nearest whole share.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Holders agree as follows:

1. Notwithstanding anything in the Agreement to the contrary, the Liquidated Damages Amount payable to each Holder shall be payable in the number of newly issued shares of Common Stock, rounded down to the nearest whole share, equal to the Liquidated Damages Amount payable to such Holder divided by $1.45 (the closing market price of the Common Stock on the NASDAQ Capital Market on November 11, 2008) (the “Liquidated Damages Share Amount”). The Liquidated Damages Share Amount payable to each Holder is set forth on Annex A hereto. The Liquidated Damages Share Amount shall be the sole payment by the Company for any and all damages of the Holders arising out of the Registration Statement not being declared effective by the Commission prior to November 10, 2008. The Liquidated Damages Share Amount shall be delivered to each holder as promptly as practicable after the date of this Amendment.


2. This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applied to contracts entered into and performed entirely in New York by New York residents.

3. Except as expressly modified by this Amendment, the Agreement shall continue in full force and effect according to its terms, and the signatories below hereby ratify and affirm all their respective rights and obligations under the Agreement as amended by this Amendment. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern.

4. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Amendment. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


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

 

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


Holder

 

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

 

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

 

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

 

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

 

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


ANNEX A

LIQUIDATED DAMAGES SHARE AMOUNTS

 

Holder

   Liquidated
Damages
Share
Amount
   Number of
Liquidated
Damages
Shares

Longitude Venture Partners, L.P.

   $ 506,666.67    349,425

The 2008 Cook Grantor Retained Annuity Trust

     25,333.33    17,471

David L Mahoney & Winnifred C. Ellis 1998 Family Trust

     10,133.33    6,988

James N. & Pamela Wilson Trust

     5,066.67    3,494

Alta BioPharma Partners II, L.P.

     150,103.61    103,519

Alta Embarcadero BioPharma Partners II, LLC

     1,896.39    1,307

Sutter Hill Ventures, a California Limited Partnership

     99,471.67    68,601

G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of the Baker Revocable Trust U/A/D 2/3/03

     48,133.36    33,195

Saunders Holdings, L.P.

     15,200.07    10,482

Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98*

     21,203.09    14,622

Gregory P. Sands and Sarah J.D. Sands as Trustees of Gregory P. and Sarah J.D. Sands Trust Agreement dated 2/24/99

     2,574.63    1,775

Tallack Partners, L.P.

     2,522.10    1,739

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

     2,473.16    1,705

Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. and Christina R. Bird Trust Agreement dated 10/31/00

     2,227.04    1,535

Ronald Daniel Bernal and Pamela Mayer Bernal as Trustees of Bernal Family Trust U/D/T 11/3/95

     385.19    265

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

     16.36    11

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

     38.89    26

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Rollover)

     83.09    57

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Lynne B. Graw (Rollover)

     115.67    79

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover)

     882.75    608

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO William H Younger, Jr.

     16,603.20    11,450

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Sherryl W. Casella

     421.64    290

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David L. Anderson

     15,648.12    10,791


Holder

   Liquidated
Damages
Share
Amount
   Number of
Liquidated
Damages
Shares

Paperboy Ventures, LLC

   304,000.00    209,655

VP Company Investments 2008, LLC

   1,266.69    873

Alan C. and Agnes B. Mendelson Family Trust

   1,266.69    873

The Trust company of Oxford, Trustee, Vaughn D. Bryson, 2008 GRAT #1

   10,133.33    6,988

Roy M. Barbee

   15,200.00    10,482

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

   5,066.67    3,494

Black Point Group LP

   12,666.67    8,735

Bruce Hardy McLain

   3,800.00    2,620