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CORRESP
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SEC Response Letter

 John J. Huber

 Direct Dial: (202) 637-2242

 john.huber@lw.com

555 Eleventh Street, N.W., Suite 1000
 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 January 8, 2010

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VIA EDGAR & FAX

File No. 043279-0008

 Jeffrey P. Riedler, Esq.

 Assistant Director

 Office of Health Care and Insurance

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Corcept Therapeutics Incorporated Registration Statement on Form S-3

(File No. 333-163140) Filed November 16,
2009

 Dear Mr. Riedler:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company” or “Corcept”), we are responding to the Staff’s comment in its letter dated
November 24, 2009 related to the Registration Statement on Form S-3 filed November 16, 2009 (File No. 333-163140) (the “Registration Statement”). The Registration Statement relates to 12,596,475 shares (the
“Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) to purchase an additional 4,408,773 shares of Common Stock (the
“Warrant Shares,” and together with the Common Stock, the “Registrable Securities”). The Registrable Securities were purchased in a private transaction (such transactions are commonly referred to as private
investments in public equity or PIPEs) that closed on October 16, 2009 (the “October 2009 Offering”).

 The Company filed the Registration Statement on November 16, 2009 to fulfill its obligation under a Registration Rights Agreement dated October 12, 2009 between the Company and the investors in the October 2009 Offering (the
“Registration Rights Agreement”). For ease of reference, we have set forth the Staff’s comment (in bold) followed by the Company’s response thereto.

 January 8, 2010

  Page
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 Form S-3

1.
We note that you are registering the sale of up to 17,005,248 shares of common stock, including 4,408,773 shares of common stock issuable upon the exercise of
warrants. Given the size of the offering relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, it appears the offering may be a primary offering. Because you do not appear
to be eligible to conduct a primary offering on Form S-3 you do not appear to be eligible to conduct a primary at-the-market offering under Rule 415(a)(4).

 Please tell us your basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be
made under Rule 415(a)(1)(i). In your analysis, please address the following among any other relevant factors:

•

 the length of time the selling stockholders have held the shares;

•

 the relationship of each selling security holder with the company, including an analysis of whether the selling security holder is an affiliate of
the company;

•

 any relationships among the selling security holders; and

•

 whether or not any of the selling security holders is in the business of buying and selling securities.

 Please include in this analysis your basis for determining that each affiliated selling stockholder is not an underwriter. Please provide
a separate analysis for each affiliated selling stockholder. See Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.

 *    *    *    *    *

 We have reviewed the Staff’s historical guidance on PIPE transactions as articulated in the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09 (“CD&I
612.09”), which states, in pertinent part:

 The question of whether an offering styled a secondary one is really on
behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them,
their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.
(emphasis added)

 Since late 2006, the Staff has raised concerns that following a PIPE transaction, selling stockholders may be acting as
underwriters and that the resale shelf registration statement is an indirect primary offering where a significant percentage, such as greater than one-third of the

 January 8, 2010

  Page
 3

public float, is sought to be registered for resale.1 We understand that the Staff does not view this as a new position, and that the Staff’s historical view of PIPE
transactions under CD&I 612.09 has not changed.

 As such, the standard of review for the Staff in deciding the
“question of whether an offering styled a secondary one is really on behalf of the issuer” remains an analysis of the facts and circumstances articulated in CD&I 612.09.

 We have reviewed the factors in the Staff’s comment and other relevant factors including CD&I 612.09. The totality of the facts and
circumstances in this case demonstrate that the selling stockholders listed in the Registration Statement (the “Selling Stockholders”) are not acting as underwriters or conduits for the Company. While the amount of Registrable
Securities contemplated in the Registration Statement of 17,005,248 shares is approximately 68% of the 24,835,024 shares of Common Stock held by non-affiliates as of November 16, 2009 (the “Public Float”), and while five of the
Selling Stockholders are affiliates of the Company, we respectfully submit that these facts are not determinative since they are outweighed by the following:

•

 the longstanding relationship between the Company and each of the Affiliated Holders (as defined below), as stockholders and through service on the
Company’s Board of Directors (the “Board”);

•

 none of the Selling Stockholders is a member of a “group” with any other Selling Stockholder within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•

 the October 2009 Offering occurred against the backdrop of an effort to fund clinical trials by a company that is still in the development stage with
no short-term expectation of a marketable product;

•

 the Selling Stockholders paid the full market price for the Offering Shares and the Warrants;

•

 the Affiliated Stockholders are not currently and never have been in the “business of buying and selling securities,” and none has ever sold
shares of the Company despite owning collectively over 29 million shares that are available for resale under currently effective registration statements;

•

 the contractual and market-related circumstances under which the Selling Stockholders purchased the Registrable Securities; and

•

 other policy considerations that support facilitating the registration of resales of shares purchased from small companies in private transactions.

1
 Charles J. Johnson, Jr. and Joseph McLaughlin, Corporate Finance and the Securities Laws Fourth Edition, 2007 Supplement Section 7.10[D].
Aspen Publishers, 2007.

 January 8, 2010

  Page
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 Taken together, the totality of the facts and the circumstances surrounding the October
2009 Offering demonstrate that the resales sought to be registered on the Registration Statement are not an offering “by or on behalf of” the Company under Rule 415(a)(4). The Company respectfully submits that the offering contemplated by
the Registration Statement is “solely by or on behalf of persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary” and therefore should be permitted by Rule 415(a)(1)(i).

 I. The relationship of each selling stockholder with the company, including an analysis of whether the selling stockholder is an affiliate
of the company.

 A. Affiliate Selling Stockholders.

 The following five Selling Stockholders (collectively referred to as the “Affiliated Holders”) are affiliates of the
Company: Longitude Venture Partners, LP, Sutter Hill Ventures, Alta Partners LLP, Joseph C. Cook, Jr. and David L. Mahoney. Each of the venture capital firms that is an Affiliated Holder beneficially owns more than 10% of the Common Stock and
warrants to purchase shares of Common Stock as of November 16, 2009 (the “Diluted Shares Outstanding”) and has a representative serving on the Company’s Board of Directors (the “Board”). Joseph C. Cook,
Jr. and David L. Mahoney are also each members of the Board.

 As of November 16, 2009, the Affiliated Holders
collectively owned 37,444,854 shares of Common Stock outstanding or issuable pursuant to warrants, which represents 151% of the Public Float and approximately 52% of the Diluted Shares Outstanding. The table below sets forth, as of the date of this
letter, for each Affiliated Holder: (i) the length of time such Affiliated Holder has been a stockholder of the Company; (ii) the number of shares of Common Stock outstanding or issuable pursuant to warrants held by such Affiliated Holder
covered by an effective registration statement; (iii) the number of Registrable Securities held by such Affiliated Holder; (iv) the number of shares of Common Stock outstanding or issuable pursuant to warrants held by such Affiliated
Holder not covered by an effective registration statement, other than the Registrable Securities; and (v) the number of shares of Common Stock such Affiliated Holder has sold to date since becoming a stockholder of the Company. Please see
Section VI.A below for a discussion of the business reasons underlying the Affiliated Holders’ desire to have their Registrable Securities covered by the Registration Statement, which reasons are not indicative of a desire to sell,
distribute or flip the stock.

 January 8, 2010

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 Name of Affiliated Holder

Stockholder
Since

Shares
Previously
Registered
(1)

Registrable
Securities

Other
Shares Not
Covered by
Effective
Registration
Statement

Shares
Sold
to
Date
(2)

 Longitude Venture Partners, LP (3)

2008

10,434,725

3,304,197

349,425

0

 Sutter Hill Ventures (4)

1999

10,309,182

2,542,801

156,503

0

 Alta Partners LLP (5)

2001

5,739,357

472,029

104,826

0

 Joseph C. Cook, Jr.

2005

2,311,204

519,234

17,471

0

 David L. Mahoney

2004

988,099

188,813

6,988

0

(1)
Includes shares of Common Stock outstanding or issuable pursuant to warrants.

(2)
Based on a review of filings under Section 16 of the Exchange Act. The Company has confirmed the accuracy of these Section 16 reports.

(3)
Includes shares of Common Stock outstanding or issuable pursuant to warrants held by Longitude Venture Partners, LP, and Longitude Capital Associates, L.P.

(4)
Includes shares of Common Stock outstanding or issuable pursuant to warrants held by Sutter Hill Ventures, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill
Entrepreneurs Fund (QP), L.P. Also includes shares of Common Stock outstanding or issuable pursuant to warrants held by G. Leonard Baker, Jr.; The Baker Revocable Trust of which Mr. Baker is Trustee; Saunders Holdings, L.P. of which
Mr. Baker is a General Partner; Gregory P. Sands and Sarah J.D. Sands as Trustees of Gregory P. and Sarah J.D. Sands Trust Agreement dated 2/24/99; James N. White and Patricia A. O’Brien as Trustees of the White Family Trust U/A/D 4/3/97;
Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. and Christina R. Bird Trust Agreement dated 10/31/00; Andrew T. Sheehan and Nicole J. Sheehan as Trustees of Sheehan 2003 Trust; Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO
David L. Anderson; Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO G. Leonard Baker, Jr.; Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO William H Younger, Jr.; Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Tench Coxe; and
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover).

(5)
Includes shares of Common Stock outstanding or issuable pursuant to warrants held by Alta BioPharma Partners II, L.P.,and Alta Embarcadero BioPharma Partners II, LLC.

 Under Rule 144, after six months, non-affiliates can trade freely in the securities of public companies that
are current on their public filings. However, affiliates remain subject to the volume and manner of sale limitations of Rule 144 indefinitely with respect to shares not covered by an effective registration statement. Approximately 41% of the shares
covered by the Registration Statement were purchased by the Affiliated Holders and are thus subject to the volume and manner restrictions of Rule 144. None of the Registrable Securities will be available for sale by any Affiliated Holder pursuant to
Rule 144(d)(1) until after April 16, 2010, or six months after the date the Affiliated Holders acquired the shares, absent effectiveness of the Registration Statement. Even after six months, only a fraction of the Registrable Securities held by
the Affiliated Holders would be saleable under Rule 144(e) in any three month period.2 Further, in addition to being affiliates for purposes of Rule 144, the Affiliated Holders are subject to Section 16 of the Exchange Act and therefore would be subject to disgorgement of profits if
they were to sell any of the Registrable Securities for a profit within six months of purchasing them in the October 2009 Offering. If the Company wished to use a group of private purchasers as conduits for a distribution, the Selling Stockholders
would not have been an appropriate group to choose given short-swing profit liability.

2
After April 16, 2010, or six months after the date of its acquisition of Registrable Securities, each Affiliated Holder may only sell its Registrable Securities in
any three month period in an amount up to the greater of 1% of the total shares of Common Stock outstanding as reported on the Company’s most recent report or statement and the average weekly reported volume of trading on the Nasdaq Capital
Market in the Company’s Common Stock for a four-week period.

 January 8, 2010

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 In addition, the Company has historically had a low trading volume relative to its
outstanding Common Stock that, to date, consistently and continuously remains low. For example, the total trading volume of the Company’s Common Stock for the years 2008 and 2009 was 8,143,000 and 8,674,400 shares, respectively, compared to the
62,474,686 shares of Common Stock outstanding as of November 16, 2009. Such low trading volume makes it even more difficult for any Affiliated Holder to dispose of meaningful portions of its investment in the Common Stock.

 Below is a brief description of each Affiliated Holder.

1.
Directors.

 Joseph C.
Cook, Jr. has served as a member of the Board since 2002. Mr. Cook served as Chairman of the Board of Amylin Pharmaceuticals, Inc. from 1998 to 2009 and as Chief Executive Officer of Amylin from 1998 to 2003. Mr. Cook is a founder and
currently serves as Chairman of the Board of Ironwood Pharmaceuticals, Inc. Mr. Cook is an officer of Mountain Ventures, Inc. and a founder of Clinical Products, Inc. and Mountain Group Capital, LLC. Mr. Cook also serves as a director of
Mercy Ministries International and as a member and past Chairman of the University of Tennessee College of Engineering Advisory Board. Mr. Cook retired as Group Vice President of Eli Lilly & Company in 1993 after more than 28 years of
service.

 David Mahoney has served as a member of the Board since 2004. From 1999 to 2001, Mr. Mahoney served as co-CEO
of McKesson HBOC, Inc., a heal