SecProbe.io

December 11, 2025
Atabak Mokari
Chief Financial Officer
Corcept Therapeutics Inc.
101 Redwood Shores Parkway
Redwood City, CA 94065
Re:Corcept Therapeutics Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 000-50679
Dear Atabak Mokari:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 Corcept Therapeutics Incorporated

101 Redwood Shores Parkway

 Redwood
City, CA 94065

 October 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
 Vanessa Robertson

 
 Angela Connell

Re:
 Corcept Therapeutics Incorporated

 
 Form 10-K for the Fiscal Year Ended December 31, 2024

 
 File No. 000-50679

Ladies and Gentlemen:

 This letter responds to the comment of
the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Atabak Mokari, Chief Financial Officer of Corcept Therapeutics Incorporated, a Delaware corporation (the
“Company”), in the comment letter dated September 18, 2025 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K (File No. 000-50679) for the fiscal year ended December 31, 2024 filed with the Commission on February 26, 2025, and follows the Company’s September 25, 2025 telephone discussion with Vanessa
Robertson of the Staff regarding the Comment Letter.

 The Staff’s comment is set forth below in bold italics, with the Company’s
response following in plain text.

 Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Segment Reporting, page F-12

1.
 Please confirm that you will provide the segment disclosures required by ASC 280-10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC 280-10-50-20 for single reportable segment entity requirements.

The Company respectfully confirms that it will include in future filings with the Commission the segment disclosures required by ASC 280-10-50, as amended by ASU 2023-07, substantially as follows:

Segment Reporting

 Based
on the way we organize our business, make decisions, allocate resources and assess performance, we have determined that Corcept has a single reportable segment – the discovery, development and commercialization of pharmaceutical products. Our
Chief Executive Officer, Joseph K. Belanoff, M.D., is the Chief Operating Decision Maker (“CODM”), with ultimate responsibility for its activities and performance. He bases his decisions as CODM on regular reviews of our
consolidated balance sheets (including cash, cash equivalents and investments and liabilities), statements of income (including revenue, expense and net income) and statements of cash flows, as well as regular reviews of expenses that are consistent
with those disclosed in our consolidated statements of income.

 We appreciate the time that you have taken to review our public filings. Please contact me if you have any
further comments or need additional information with respect to the filing.

 Thank you for your assistance.

Sincerely,

CORCEPT THERAPEUTICS INCORPORATED

By:

 /s/ Atabak Mokari

Name: Atabak Mokari

Title: Chief Financial Officer

cc:
 Joseph Belanoff, Chief Executive Officer, Corcept Therapeutics Incorporated

Charlie Robb, Chief Business Officer, Corcept Therapeutics Incorporated

Gary Francesconi, Vice President, Legal, Corcept Therapeutics Incorporated

Joseph D. Lyon, Chief Accounting and Technology Officer, Corcept Therapeutics Incorporated

Jeffrey T. Hartlin, Paul Hastings LLP

September 18, 2025
Atabak Mokari
Chief Financial Officer
Corcept Therapeutics Inc.
101 Redwood Shores Parkway
Redwood City, CA 94065
Re:Corcept Therapeutics Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 000-50679
Dear Atabak Mokari:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Segment Reporting, page F-12
1.Please confirm that you will provide the segment disclosures required by ASC 280-
10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC 280-10-50-
20 for single reportable segment entity requirements.

September 18, 2025
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Vanessa Robertson at 202-551-3649 or Angela Connell at 202-551-
3426 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
August 24, 2023
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park, CA 94025
Re:Corcept Therapeutics Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 14, 2023
File No. 000-50679
Dear Joseph K. Belanoff:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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CORRESP

 August 15, 2023

Mr. Daniel Crawford

 Ms. Jennifer Zepralka

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Disclosure Review Program

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Corcept Therapeutics Incorporated

Definitive Proxy Statement on Schedule 14A

Filed April 14, 2023

File No. 000-50679

Dear Mr. Crawford and Ms. Zepralka:

On behalf of our client, Corcept Therapeutics Incorporated, a Delaware corporation (the “Company”), we submit to the
staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission the Company’s response to the comments contained in the Staff’s letter, dated August 7, 2023
(the “Comment Letter”), with respect to the above-referenced Definitive Proxy Statement on Schedule 14A filed by the Company on April 14, 2023.

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

 Definitive Proxy Statement on Schedule 14A filed April 14, 2023

Pay versus Performance, page 24

1.
 We note your statement in footnote (2) to your pay versus performance table that “[i]n general,
Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the
grant date).” Since some of the required calculations involve changes in fair market value from the prior year end, rather than fair market value at year end, if you choose to include disclosure summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are discussed.

Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that in the event the Company
chooses to include disclosure summarizing Regulation S-K Item 402(v) in its future filings that include the Company’s pay versus performance table, it will ensure that the correct requirements are
discussed.

2.
 We note footnote (5) to your pay versus performance table states the Nasdaq US Benchmark TR Index is
your Peer Group for purposes of your Total Stockholder Return comparison. This index appears to be a broad equity market index used for purposes of Regulation S-K Item 201(e)(1)(i) and not the index or issuers
used by you for purposes of Regulation S-K Item 201(e)(1)(ii). Please ensure that your peer group total shareholder return column and related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under Regulation S-K Item 402(b).

Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that the Company will include the
referenced disclosure in its future filings that include the Company’s pay versus performance table.

3.
 It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be
separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation.

Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that the Company will include the
referenced disclosure required by Regulation S-K Item 402(v)(5) in its future filings.

 Please do
not hesitate to contact Jeff Hartlin at (650) 320-1804 if you require additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Jeff Hartlin

Jeff Hartlin

Paul Hastings LLP

cc:
 Joseph Belanoff, Chief Executive Officer, Corcept Therapeutics Incorporated

Atabak Mokari, Chief Financial Officer, Corcept Therapeutics Incorporated

Charlie Robb, Chief Business Officer, Corcept Therapeutics Incorporated

Gary Francesconi, Vice President, Legal, Corcept Therapeutics Incorporated

Joseph D. Lyon, Chief Accounting Officer, Corcept Therapeutics Incorporated

 2

United States securities and exchange commission logo
August 7, 2023
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park, CA 94025
Re:Corcept Therapeutics Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 14, 2023
File No. 000-50679
Dear Joseph K. Belanoff:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 14, 2023
Pay versus Performance, page 24
1.We note your statement in footnote (2) to your pay versus performance table that “[i]n
general, Compensation Actually Paid is calculated as Summary Compensation Table total
compensation adjusted to include the fair market value of equity awards as of December
31 of the applicable year or, if earlier, the vesting date (rather than the grant date).” Since
some of the required calculations involve changes in fair market value from the prior year
end, rather than fair market value at year end, if you choose to include disclosure
summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are
discussed.
2.We note footnote (5) to your pay versus performance table states the Nasdaq US
Benchmark TR Index is your Peer Group for purposes of your Total Stockholder Return
comparison. This index appears to be a broad equity market index used for purposes of
Regulation S-K Item 201(e)(1)(i) and not the index or issuers used by you for purposes of
Regulation S-K Item 201(e)(1)(ii). Please ensure that your peer group total shareholder
return column and related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes
of disclosure under Regulation S-K Item 402(b).

 FirstName LastNameJoseph K. Belanoff
 Comapany NameCorcept Therapeutics Inc.
 August 7, 2023 Page 2
 FirstName LastName
Joseph K. Belanoff
Corcept Therapeutics Inc.
August 7, 2023
Page 2
3.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety.
Although you may provide this information graphically, narratively, or a combination of
the two, this disclosure must be separate from the pay versus performance table required
by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in
setting compensation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Daniel Crawford at 202-551-7767 or Jennifer Zepralka at 202-551-
2243 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
November 16, 2021
Atabak Mokari
Chief Financial Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park , CA 94025
Re:Corcept Therapeutics Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 23, 2021
File No. 000-50679
Dear Mr. Mokari:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

November 15, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington D.C. 20549

 Attention:
    Li Xiao

            Angela Connell

Re:
 Corcept Therapeutics Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 23, 2021

File No. 000-50679

Dear Mses. Xiao and Connell,

 Corcept Therapeutics Incorporated
(the “Company”) is submitting this letter in response to a written comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the letter dated
November 10, 2021 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Commission on February 23, 2021 (the “2020
Form 10-K”).

 For convenience, the Staff’s comment is reproduced below, and the Company’s
corresponding response follows accordingly.

 Form 10-K for the Fiscal Year Ended December 31, 2020

 Item 9A. Controls and Procedures

 (b)
Management’s Report on Internal Control Over Financial Reporting, page 41

1.
 We note your disclosures in management’s report on internal control over financial reporting refer to
disclosure controls and procedures. Please amend the filing to provide a revised management’s report on internal control over financial reporting to properly include a statement identifying the framework used by management in such evaluation,
as well as management’s assessment conclusion, in accordance with Item 308(a) of Regulation S-K. You may file an abbreviated amendment that is limited to the cover page, an explanatory note,
the complete text of Item 9A, a signature page, and the required officer certifications.

 Response: The Company respectfully acknowledges the Staff’s comment and will amend its 2020 Form
10-K to provide revised Item 9A disclosure, including a revised management’s report on internal control over financial reporting which properly includes a statement identifying the framework used by
management in such evaluation, as well as management’s assessment conclusion.

 The Company’s proposed revised disclosure for Item 9A(b) is as
follows (Item 9(a) and (c) will be the same as those respective sections in the 2020 Form 10-K):

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of externally-reported consolidated financial statements
in accordance with U.S. GAAP. As discussed in Item 9A(a) above, internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that their objectives have been met.

As of December 31, 2020, our management conducted an evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting based upon the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2020.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. It is
set forth below.

 The Company intends to file the amendment to its 2020 Form 10-K on November 15, 2021.

 ******

 If you have any questions or
require additional information, please do not hesitate to contact the undersigned at (650) 684-9144.

Sincerely,

 /s/ Atabak Mokari

Atabak Mokari

Chief Financial Officer

Corcept Therapeutics Incorporated

cc:
 Joseph K. Belanoff, M.D., Chief Executive Officer, Corcept Therapeutics Incorporated

 Charlie Robb, Chief Business Officer, Corcept Therapeutics Incorporated

Gary Francesconi, Vice President, Legal, Corcept Therapeutics Incorporated

Kathleen M. Wells, Esq., Latham & Watkins LLP

Brian D. Paulson, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
November 10, 2021
Atabak Mokari
Chief Financial Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park , CA 94025
Re:Corcept Therapeutics Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 23, 2021
File No. 000-50679
Dear Mr. Mokari:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 9A. Controls and Procedures
(b) Management's Report on Internal Control Over Financial Reporting, page 41
1.We note your disclosures in management's report on internal control over financial
reporting refer to disclosure controls and procedures.  Please amend the filing to provide a
revised management's report on internal control over financial reporting to properly
include a statement identifying the framework used by management in such evaluation, as
well as management's assessment conclusion, in accordance with Item 308(a) of
Regulation S-K.  You may file an abbreviated amendment that is limited to the cover
page, an explanatory note, the complete text of Item 9A, a signature page, and the required
officer certifications.

 FirstName LastNameAtabak Mokari
 Comapany NameCorcept Therapeutics Inc.
 November 10, 2021 Page 2
 FirstName LastName
Atabak Mokari
Corcept Therapeutics Inc.
November 10, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Li Xiao at (202) 551-4391 or Angela Connell at (202) 551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
December 23, 2020
Charles Robb
Chief Financial Officer and Secretary
CORCEPT THERAPEUTICS INC
149 Commonwealth Drive
Menlo Park, CA 94025
Re:CORCEPT THERAPEUTICS INC
Form 10-K for the fiscal year ended June 30, 2019
Filed February 24, 2020
File No. 000-50679
Dear Mr. Robb:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 December 14, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington D.C. 20549

Attention:   Ibolya Ignat

Daniel Gordon

Re:    CORCEPT THERAPEUTICS INC

Form 10-K for the fiscal year ended June 30, 2019

Filed February 24, 2020

Form 10-Q for the fiscal quarter ended September 30, 2020

Filed November 3, 2020

File No. 000-50679

Dear Ms. Ignat and Mr. Gordon,

 Corcept Therapeutics
Incorporated (the “Company”) is submitting this letter in response to a written comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the letter dated
November 10, 2020 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on February 24, 2020 (the “2019
Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, as filed with the Commission on
November 3, 2020 (the “2020 Form 10-Q”).

 For convenience, the Staff’s comment is
reproduced below, and the Company’s corresponding response follows accordingly.

 Form 10-Q filed
November 3, 2020

 Item 4. Controls and Procedures, page 20

1.
 We note your statement that your disclosure controls and procedures provide a reasonable level of assurance
that the information required to be disclosed in your Quarterly Reports on Form 10-Q was communicated to management, so as to allow timely decisions regarding required disclosure. In future Form 10-Q filings please revise to state clearly, if

true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive and principal financial officer
concluded that your disclosure controls and procedures are effective at the reasonable assurance level. In the alternative, you may remove the reference to the level of assurance provided by your disclosure controls and procedures.

 Response: The Company respectfully acknowledges the Staff’s comment and in future Form
10-K and Form 10-Q filings will state clearly, if true, that the Company’s disclosure controls and procedures are designed to provide reasonable assurance of
achieving their objectives and that the Company’s principal executive and principal financial officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

The Company’s proposed subsequent disclosure is as follows:

As of [the end of the period covered by this report], our management conducted an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of [the end of the period
covered by this report], our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the officers who certify our financial reports and to the members of the Company’s senior
management and board of directors as appropriate to allow timely decisions regarding required disclosure at the reasonable assurance level.

******

 If you have any questions or require
additional information, please do not hesitate to contact the undersigned at (650) 688-8783.

Sincerely,

 /s/ G. Charles Robb

G. Charles Robb

Chief Financial Officer and Secretary

Corcept Therapeutics Incorporated

cc:
 Joseph K. Belanoff, M.D., Chief Executive Officer, Corcept Therapeutics Incorporated

 Gary Francesconi, Vice President, Legal, Corcept Therapeutics Incorporated

 Alan C. Mendelson, Esq., Latham & Watkins LLP

 Kathleen M. Wells, Esq., Latham & Watkins LLP

 149 Commonwealth Drive.
Menlo Park, CA 94025 . Tel 650.327.3270. Fax 650.327.3218

United States securities and exchange commission logo
November 10, 2020
Charles Robb
Chief Financial Officer and Secretary
CORCEPT THERAPEUTICS INC
149 Commonwealth Drive
Menlo Park, CA 94025
Re:CORCEPT THERAPEUTICS INC
Form 10-K for the fiscal year ended June 30, 2019
Filed February 24, 2020
Form 10-Q for the fiscal quarter ended September 30, 2020
Filed November 3, 2020
File No. 000-50679
Dear Mr. Robb:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment.  In our comment we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q filed November 3, 2020
Item 4. Controls and Procedures, page 20
1.We note your statement that your disclosure controls and procedures provide a reasonable
level of assurance that the information required to be disclosed in your Quarterly Reports
on Form 10-Q was communicated to management, so as to allow timely decisions
regarding required disclosure. In future Form 10-Q filings please revise to state clearly, if
true, that your disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives and that your principal executive and principal
financial officer concluded that your disclosure controls and procedures are effective at
the reasonable assurance level. In the alternative, you may remove the reference to the
level of assurance provided by your disclosure controls and procedures.

 FirstName LastNameCharles Robb
 Comapany NameCORCEPT THERAPEUTICS INC
 November 10, 2020 Page 2
 FirstName LastName
Charles Robb
CORCEPT THERAPEUTICS INC
November 10, 2020
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Daniel Gordon at (202) 551-
3486 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

September 25, 2017
Joseph K. Belanoff
Chief Executive Officer and President
Corcept Therapeutics Incorporated
149 Commonwealth Drive
Menlo Park, CA 94025
Corcept Therapeutics Incorporated
Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 6, 2017
File No. 000-50679Re:
Dear Dr. Belanoff:
We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alan C. Mendelson - Latham & Watkins LLP

CORRESP
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CORRESP

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

September 22, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Healthcare & Insurance

100 F Street, N.W.

 Washington, D.C. 20549

Attention:
Mary Beth Breslin

Irene Paik

Ibolya Ignat

Jacob Luxenburg

Re:
Corcept Therapeutics Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed March 6, 2017

File No. 000-50679

 Ladies and Gentlemen:

Corcept Therapeutics Incorporated (“Corcept” or the “Company”) is transmitting this letter in response to comments received
from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 12, 2017 (the “Comment Letter”) with respect to the Company’s Form 10-K for the year ended
December 31, 2016 (the “Form 10-K”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s responses thereto. The paragraph numbers below correspond to the numbered
paragraphs in the Comment Letter.

 Form 10-K filed March 6, 2017

Business

 License Agreements, page 6

1.
 Please confirm that in future filings you will disclose the royalty based on net revenues you are required to
pay and the termination provisions under your license agreement with the University of Chicago. With respect to the termination provisions, we note your disclosure on page 25 that if the University of Chicago were to terminate your licenses, you may
not be able to commercialize any cortisol

 1

modulators for the treatment of triple-negative breast cancer or castration-resistant prostate cancer. In addition, please confirm that you will file the license agreement as an exhibit to your
next Form 10-K. Alternatively, please provide us with an analysis supporting your determination that the agreement is not a required exhibit. See Item 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the license agreement with the
University of Chicago relates solely to the use of cortisol modulators in combination therapy for the treatment of triple-negative breast cancer and castration-resistant prostate cancer. While both triple-negative breast and castration-resistant
prostate tumor types are potential targets for cortisol modulation therapy, the Company’s currently proposed treatments for these tumor types are still years away from being clinically proven. Thus, the time at which any products arising from
the patents covered by the license agreement with the University of Chicago could result in net revenue to the Company and thereby trigger the payment of royalties to the University of Chicago — even if the Company’s clinical development
efforts are successful and proceed expeditiously — is also still years away. Given this long timeline and the uncertainty regarding whether royalty payments, if any, under the license agreement would be material to the Company, the Company does
not believe that the specific details of the royalty or termination provisions of the license agreement with the University of Chicago are material information to an investor at this time. The Company also respectfully advises the Staff that it has
disclosed on page F-13 of its Form 10-K that the Company’s annual and milestone payments pursuant to the license agreement with the University of Chicago are not material and are creditable against future royalties.

For the foregoing reasons, the Company has concluded that its license agreement with the University of Chicago is not required to be filed as
an exhibit to its Form 10-K or any other filing, as it is not material to the Company and the Company is not “substantially dependent” on this agreement within the meaning of Item 601(b)(10) of Regulation S-K. If the license agreement
with the University of Chicago does become material to the Company at a later time, then the Company will file this agreement as an exhibit to the appropriate periodic report at such time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 36

2.
We note your disclosure that the change in revenues was driven by “an increase in sales volume and price increases.” It appears from statements in your fourth quarter 2016, first quarter 2017, and second
quarter 2017 earnings calls that you increased prices at January 1, 2016 and 2017 but that you had no other price increases in 2016 or 2017 to date. We note your statement in the second quarter 2017 earnings call that the increase in revenues
from the first to the second quarter in 2017 was “entirely due to increased Korlym’s sales volume as there was no price increase in the second quarter.” In future filings, please separately discuss the volume and price changes, and
quantify the impact of each, if practicable. Please refer to Item 303(a)(3)(iii) of Regulation S-K.

 2

 Response: The Company respectfully acknowledges the Staff’s comment. In future
filings, the Company will separately discuss any material volume and price changes in accordance with Item 303(a)(3)(iii) of Regulation S-K and will quantify the impact of each, if practicable.

Please do not hesitate to contact the undersigned at (650) 688-8783 if you have any further comments or questions regarding these
matters.

Sincerely,

 /s/ G. Charles Robb

G. Charles Robb

Chief Financial Officer and Secretary

Corcept Therapeutics Incorporated

cc:
Joseph K. Belanoff, M.D., Chief Executive Officer, Corcept Therapeutics Incorporated

Alan C. Mendelson, Esq., Latham & Watkins LLP

Kathleen M. Wells, Esq., Latham & Watkins LLP

 3

September 12, 2017
Joseph K. Belanoff
Chief Executive Officer and President
Corcept Therapeutics Incorporated
149 Commonwealth Drive
Menlo Park, CA 94025
Corcept Therapeutics Incorporated
Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 6, 2017
File No. 000-50679Re:
Dear Dr. Belanoff:
We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K filed March 6, 2017
Business
License Agreements, page 6
1. Please confirm that in future filings you will disclose the royalty based on net revenues
you are required to pay and the termination provisions under your license agreement with
the University of Chicago. With respect to the termination provisions, we note your
disclosure on page 25 that if the University of Chicago were to terminate your licenses,
you may not be able to commercialize any cortisol modulators for the treatment of triple-
negative breast cancer or castration-resistant prostate cancer.  In addition, please confirm
that you will file the license agreement as an exhibit to your next Form 10-K.
Alternatively, please provide us with an analysis supporting your determination that the
agreement is not a required exhibit.  See Item 601(b)(10) of Regulation S-K.

Joseph K. Belanoff
Corcept Therapeutics Incorporated
September 12, 2017
Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 36
2. We note your disclosure that the change in revenues was driven by “an increase in sales
volume and price increases.”  It appears from statements in your fourth quarter 2016, first
quarter 2017, and second quarter 2017 earnings calls that you increased prices at January
1, 2016 and 2017 but that you had no other price increases in 2016 or 2017 to date.  We
note your statement in the second quarter 2017 earnings call that the increase in revenues
from the first to the second quarter in 2017 was “entirely due to increased Korlym’s sales
volume as there was no price increase in the second quarter.”  In future filings, please
separately discuss the volume and price changes, and quantify the impact of each, if
practicable.  Please refer to Item 303(a)(3)(iii) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Jacob Luxenburg at 202-551-2339 or Ibolya Ignat at 202-551-3636 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alan C. Mendelson - Latham & Watkins LLP

CORRESP
1
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CORRESP

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

May 8, 2017

 VIA EDGAR TRANSMISSION

 Jeffrey P. Riedler, Assistant Director

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Corcept Therapeutics, Inc.

 Registration Statement on Form S-3

 Initially Filed March 13, 2017 and Amended May 5, 2017

File No. 333-216659

Dear Mr. Riedler:

 In accordance with Rule
461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Corcept Therapeutics Incorporated (the “Company”) hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement will become effective under the Securities Act on May 10, 2017 at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable. We also respectfully request that a copy of the
written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of such Registration Statement be sent to our counsel, Latham & Watkins LLP, Attention: Kathleen M. Wells,
by facsimile to (650) 463-2600.

 In connection with this request, the Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please
contact Kathleen M. Wells of Latham & Watkins LLP at (650) 463-2677 or kathleen.wells@lw.com. Thank you for your assistance with these matters.

Very truly yours,

CORCEPT THERAPEUTICS INCORPORATED

 /s/ G. CHARLES ROBB

G. Charles Robb

Chief Financial Officer and Secretary

cc:
Alan C. Mendelson, Esq. of Latham & Watkins LLP

 Kathleen M. Wells, Esq. of
Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

April 25, 2017

 VIA EDGAR
TRANSMISSION

 Jeffrey P. Riedler, Assistant Director

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Corcept Therapeutics, Inc.

 Registration Statement on Form S-3

 Filed March 13, 2017

File No. 333-216659

Dear Mr. Riedler:

 In accordance with Rule
461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Corcept Therapeutics Incorporated (the “Company”) hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement will become effective under the Securities Act on April 27, 2017 at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable. We also respectfully request that a copy of
the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of such Registration Statement be sent to our counsel, Latham & Watkins LLP, Attention: Kathleen M.
Wells, by facsimile to (650) 463-2600.

 In connection with this request, the Company acknowledges
that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting our request is very much appreciated. If you have any
questions or comments, please contact Kathleen M. Wells of Latham & Watkins LLP at (650) 463-2677 or kathleen.wells@lw.com. Thank you for your assistance with these matters.

Very truly yours,

CORCEPT THERAPEUTICS INCORPORATED

 /s/ G. CHARLES ROBB

G. Charles Robb

Chief Financial Officer and Secretary

cc:
Alan C. Mendelson, Esq. of Latham & Watkins LLP

 Kathleen M. Wells, Esq. of
Latham & Watkins LLP

December 20, 2012

Via E -mail
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics, Inc.
149 Commonwealth Drive
Menlo Park, CA 94025

Re:  Corcept Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 13, 2012
File No. 0 00-50679

Dear Mr. Belanoff :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Joel Parker

Joel Parker
        Accounting Branch Chief

CORRESP
1
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SEC Response Letter

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

 Menlo Park, California 94025

 November 29, 2012

VIA EDGAR

 United States

 Securities and Exchange Commission

Washington, D.C. 20549

Attention:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Corcept Therapeutics Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed March 13, 2012

Form 10-Q for the Quarterly Period Ended June 30, 2012

Filed August 9, 2012

File No. 0-50679

 Dear Mr. Rosenberg,

 Corcept Therapeutics Incorporated (the “Company”) is transmitting this letter in response to a comment received from the staff of the Securities Exchange Commission (the “Staff”) in a
telephone conversation with the Company’s attorney, Alan Mendelson of Latham & Watkins LLP, on Wednesday, November 21, 2012 as a follow up to our letter dated October 24, 2012 in response to comments contained in the
Staff’s letter dated September 25, 2012 with respect to the Company’s Form 10-K Annual Report for the year ended December 31, 2011 and Form 10-Q for the quarter ended June 30, 2012. For your convenience, the Staff’s
comment is reproduced in bold type below, followed by the Company’s response thereto.

 Form 10-Q for the quarterly period ended
June 30, 2012

 Notes to Condensed Financial Statements – Summary of Significant Accounting Policies – Net Product
Sales, page 9

 Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)
– Critical Accounting Policies and Estimates – Net Product Sales, page 21

 We have reviewed your response
to our prior comment number 1. Since you identify net product sales as a critical accounting estimate in MD&A, we would expect bona fide disclosure in MD&A in future periodic reports, if material, as to the effects that these estimates and
revisions to estimates have on your results of operations. Please confirm to us that you will provide disclosure in future filings if material. Disclosure should state each type of revenue deduction for each period presented: the beginning balance,
the amount accrued for the periods presented, revisions to prior period estimates, the amounts paid for the periods presented and the ending balance of such reserves.

The Company confirms that it will provide the disclosures above in future periodic reports if the effects of the
estimated revenue deductions or revisions to such estimates are material to the Company’s results of operations.

 The Company
hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please do not hesitate to contact the undersigned at (650) 688-8783, if you have any
questions or would like additional information regarding these matters.

 Sincerely,

 /s/ G. Charles Robb

 G. Charles Robb

Chief Financial Officer

 Corcept Therapeutics Incorporated

cc:
Joseph K. Belanoff, M.D., Chief Executive Officer

                Corcept Therapeutics Incorporated

Alan Mendelson, Esq., Latham & Watkins LLP

Kathleen Wells, Esq., Latham & Watkins LLP

 Page 2
of 2

CORRESP
1
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SEC Response Letter

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

 Menlo Park, California 94025

 October 24, 2012

 VIA EDGAR

United States

Securities and Exchange Commission

Washington, D.C. 20549

 CORCEPT THERAPEUTICS INCORPORATED HAS

REQUESTED CONFIDENTIAL TREATMENT OF PORTIONS OF

 THIS LETTER IN ACCORDANCE WITH 17 C.F.R. § 200.83

Attention:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Corcept Therapeutics Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed March 13, 2012

Form 10-Q for the Quarterly Period Ended June 30, 2012

Filed August 9, 2012

File No. 0-50679

 Dear Mr. Rosenberg,

 Corcept Therapeutics Incorporated (“Corcept” or the “Company”) is transmitting this letter in response to comments received from the staff of the Securities Exchange Commission (the
“Staff”), contained in the Staff’s letter dated September 25, 2012 (“Comment Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2011 (the “Form 10-K”) and Form 10-Q for
the quarter ended June 30, 2012 (the “Q2 Form 10-Q”). For your convenience, the Staff’s comments are reproduced in bold type below, followed by the Company’s response thereto. The paragraph numbers below correspond to the
numbered paragraphs in the Comment Letter.

 Form 10-Q for the quarterly period ended June 30, 2012

Notes to Condensed Financial Statements

 1. Summary of Significant Accounting Policies

 Net Product Sales, page 9

1.
You state on page 9 that “We calculate gross product revenues based on the price that we charge our customers. We estimate our net product revenues by deducting
from our gross product revenues (a) trade allowances, such as discounts for prompt payment and distributor fees, (b) estimated government rebates and chargebacks, (c) reserves for expected product returns and (d) estimated costs
of patient assistance programs. We initially record estimates for these deductions at the time we recognize the gross revenue. We update our estimates on a recurring basis as new information becomes available.”

•

 Please provide us an analysis of the charges, payments and reserve balance at June 30, 2012 for items (a) through (d) above.

•

 Please tell us how you were able to comply with the guidance in ASC 605-15-25-1-(f) and ASC 605-15-25-3 a. through d. in determining the amount
of your reserve for returns for this new product allowing for full revenue recognition at time of sale. Address in your response your concerns, as disclosed, over physician and patient acceptability of the product, the lengthy return period and
slower than expected product launch.

•

 Tell us how you confirmed that there was not excess inventory held by your single distributor and specialty pharmacy.

 The Company provides the following information regarding charges, payments and reserves
recorded during the quarter ended June 30, 2012:

a)
We accrued approximately $[*****] for the estimated cost of prompt-payment discounts and distributor fees. Our customers earned approximately $[*****] in prompt-payment
discounts and fees during the quarter, leaving a remaining allowance of $[*****]. The remaining allowance was based upon the contracted discount rate for prompt payment applied to all outstanding accounts receivable as of June 30, 2012 given
our expectation that all such amounts would be earned.

b)
We accrued approximately $[*****] for government rebates and chargebacks, none of which had been paid as of the end of the quarter.

For tablets sold to our Specialty Pharmacy (SP) customer, information available to us through the SPARK program (described below) showed
that all of the tablets sold had been dispensed to patients during the quarter or within a few weeks thereafter. Further, this information contained details regarding third-party payor coverage, which we verified with the carriers, allowing us to
estimate the approximate percentage of tablets dispensed to patients that would be paid through government programs.

 As the
sales to the Specialty Distributor (SD) channel are destined for dispending to hospitals to be used in an in-patient

 [*****] –
Confidential information has been omitted and furnished separately to the Securities and Exchange Commission.

setting, these sales are not subject to government rebates and thus no allowances were provided for the quarter ended June 30, 2012 with respect to sales to the SD.

c)
We considered the need for a reserve for possible product returns of tablets sold during the quarter ended June 30, 2012 and determined that no allowance for
product returns from our SP customer was necessary as of June 30, 2012 because all of the tablets sold to the SP customer during the quarter had been sold through to patients within a few weeks after quarter end. With respect to our SD
customer, we determined that no tablets had been sold to hospitals during the quarter and thus deferred the recognition of any revenue from this channel. (Please see our discussion below.)

d)
We accrued approximately $[*****] for the estimated cost of patient assistance programs related to sales during the quarter. We paid approximately $[*****] during the
quarter for such assistance related to tablets dispensed to patients by the SP during the quarter, leaving a balance of $[*****] as of the end of the quarter. The amount paid for such assistance during the quarter was based on requests for
assistance from patients in meeting their insurance deductible and co-pay amounts for the purchase of the medicine dispensed during the quarter. From the data available to us, we were able to determine the percentage of the tablets dispensed for
which assistance was sought and the percentage of assistance actually provided in relation to the sales value of the tablets dispensed. We estimated the full amount of the assistance for the quarter by applying these percentages to the full amount
of sales for the quarter to the SP.

 In consideration of the guidance in ASC
605-15-25-1-(f) and ASC 605-15-25-3 a. through d., the Company advises the Staff that although our product, Korlym™ for Cushing’s syndrome, is new to the market, we can reasonably estimate expected product returns related to current
sales to our SP customer for several reasons: First, we have a carefully controlled patient enrollment program, SPARK (Support Program for Access and Reimbursement for Korlym). SPARK gathers prescription and insurance coverage information directly
from patients and the prescribing physician and manages reimbursement and fulfillment issues, if any arise. Because of SPARK, we have a substantial amount of information about both our patients and their insurers, public and private. Second, we sell
to only two customers, the SP and the SD. As part of our agreement with these customers, in exchange for a data fee, they provide us with information on tablets that they dispense to patients and hospitals. By the end of each reporting period, we
know how much of our product these two customers have sold through to their own customers and thus we are able to reliably estimate how much inventory they hold at period end.

i.
Our SP sells directly to patients, who do not have the right to return medicine once it is shipped to them. Our SD sells to hospital pharmacies. These hospital
pharmacies do have the right, under certain circumstances, to return the product to the SD, and the SD can then return the product back to us.

ii.
Physicians submit prescriptions to SPARK, which verifies the patient’s insurance coverage and transmits the prescription to the SP. The SP then dispenses the
medicine to the patient and collects payment directly from the patient or the patient’s insurance carrier or government payor. The SP then transmits the information regarding the number of tablets dispensed to the patient back to the SPARK
system.

iii.
SPARK maintains data about each patient and prescription. Because we have access to that data, we can determine how many tablets have shipped and to which patients. We
know which insurers or government payors cover those patients. We can also determine the amount of co-pay and other assistance we provided to each patient (if any) through our patient assistance program.

At present, we have relatively few individual sales transactions in the course of a quarter. All of the tablets sold to
the SP were sold in the same bottle configuration and at the same per milligram price. Based on information received from the SP through the SPARK system discussed above, we were able to determine that the SP had dispensed all of these tablets to
patients during the quarter or thereafter through July 17, 2012, based on prescriptions from physicians. Therefore, there was no excess inventory held by the SP as of June 30, 2012.

With respect to the consideration of a reserve for product returns, the Company further advises the Staff that tablets
that have been dispensed to patients may not be returned to the SP or us. Based on the fact that, by the time we filed the Q2 Form 10-Q, all of the tablets that we had sold to the SP during the quarter ended June 30, 2012 had been sold
by the SP to patients, and because these customers have no right to return the medicine, we determined there would be no product returns related to our sales to the SP. We will continue to carefully monitor the levels of inventory held by the SP and
make a determination at least quarterly of the need for and extent of a reserve for product returns from the SP.

We treat sales to our SD customer differently than sales to our SP, because the pharmacies to which the SD sells
may have the right, under certain circumstances, to return product. Furthermore, our review of SPARK data showed that, as of June 30, 2012, the SD had sold [*****] of the product it had purchased from us in the quarter. Accordingly, we
recognized that we did not have a reasonable basis for estimating returns from the SD and therefore deferred the recognition of revenue for the entire amount of our Q2 sales representing approximately $25,000.

The disclosures contained in our Q2 Form 10-Q regarding physician and patient acceptance of Korlym, the medicine’s
return period, and the “potential for slower than anticipated adoption and manufacturing, distribution or other delays” were contained in risk factors designed to advise readers as to issues they should consider before attempting to
estimate our future sales or investing in our stock. These are also factors we weighed when we determined to treat all of our sales to the SD as deferred revenue. For a discussion of our treatment of these risks with respect to our inventory
disclosures, please see below.

 [*****] –
Confidential information has been omitted and furnished separately to the Securities and Exchange Commission.

 Page 2
of 6

 Cost of Sales, page 9

2.
You state that “We began capitalizing Korlym production costs as inventory following approval by the FDA on February 17, 2012. Prior to receiving the FDA
approval for Korlym, we expensed all costs related to the manufacturing of the product (including stability costs and manufacturing overhead) as incurred; we classified these costs as research and development expense. A portion of the product
manufactured prior to FDA approval is available for us to use commercially.” Please tell us the amount of these costs classified as research and development expense by year for each of the three years ended December 31, 2009, 2010 and 2011
and for the six months ended June 30, 2011 and 2012 and how you considered the guidance in ASC 730-10-15-4 a. through e. in determining that classifying the manufacturing costs incurred prior to FDA approval as research and development expenses
complies with GAAP.

 The approval of Korlym by the United States Food and Drug Administration
(FDA) was considered highly uncertain for a number of reasons. First, this was the first product that would be approved for Cushing’s syndrome. Second, this was the first product for which the Company was seeking approval in any market and this
was the first New Drug Application (NDA) that we had submitted. Third, the tablet manufacturer for Korlym’s tablets [*****]. In addition, the FDA review process is lengthy (taking approximately 10 months from the submission of the NDA for
Korlym to the date of approval) and, during the course of the regulatory review process, there was no way for us to predict the outcome. Questions may come from a number of divisions within the FDA at any time during the process; while the timing of
submission of responses to questions is within our control, there is no direct feedback from the FDA on the acceptability of the responses. A company does not receive any indication from the FDA of the likelihood of outcome until the actual receipt
(or denial) of approval. Also, there was no Advisory Committee meeting related to Korlym that might have given some indication of whether the product would be approved. Thus, given this degree of uncertainty, we could not assert that there was
probable future benefit for the purchases of materials and costs incurred prior to the FDA approval of Korlym in February 2012 in order for them to qualify as an asset.

As part of the drug approval process, the FDA requires pharmaceutical companies to manufacture a certain number of drug
“validation batches.” Each company must submit an analysis of these validation batches for the FDA’s review and the development of a product cannot be completed until after these costs are incurred and the FDA completes its review of
this analysis. If the FDA approves the drug, medicine from the validation batches can be sold to customers. In addition, in order to be prepared for a possible positive outcome and because of the lengthy manufacturing process, we chose to purchase
additional quantities of the Active Pharmaceutical Ingredient (API) in Korlym prior to product approval.

Because Korlym’s approval by the FDA was highly uncertain at the time we incurred the costs related to the Korlym
validation batches and the purchase and micronization of the API, we determined that it was not appropriate to capitalize the cost of any material purchased or manufactured for us prior to the actual receipt of FDA approval of the marketing of the
product. We determined that such costs were covered under the guidance in the Research and Development Topic in accordance with ASC 730-10-15-3 as activities surrounding the acquisition, manufacture and packaging of a product are an integral part of
the development of a product that, at this time, could not and might never have been able to be sold.

 The
following table summarizes amounts that we classified as research and development expense prior to FDA approval that relate to the validation batches and API purchases that became available for commercial use upon FDA approval:

 Period

 Amount, in thousands

 Years Ended December 31,

         2009

$ [*****]

         2010

   [*****]

         2011

   [*****]

 Six-month Periods Ended June 30,

         2011

   [*****]

         2012

   [*****]

 We determined that these activities did not constitute transactions or activities under
ASC 730-10-15-4 for the following reasons. To facilitate our response, the following references are to the subparagraphs of the guidance.

 Guidance Subparagraph

 Company Response

 a)      Accounting for the costs of research and development activities conducted for others under
a contractual arrangement.

Our activities related to research and development efforts for our own benefit and did not relate to activities conducted for
others.

 [*****] –
Confidential information has been omitted and furnished separately to the Securities and Exchange Commission.

 Page 3
of 6

 Guidance Subparagraph

 Company Response

 b)      Activities that are unique to entities in the extractive industries.

The activities did not re

CORRESP
1
filename1.htm

Correspondence

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 Tel: +1.650.328.4600  Fax: +1.650.463.2600

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Abu Dhabi

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 October 9, 2012

VIA EDGAR

 James Peklenk

 Staff Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

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20549

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Milan

Re:
Corcept Therapeutics, Inc. (the “Company”)

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Filed
March 13, 2012

 Form 10-Q for the Quarterly Period Ended June 30, 2012

Filed August 9, 2012

 File No. 0-50679

 Dear Mr. Peklenk:

Reference is made to the letter dated September 25, 2012 from the Staff relating to the above-referenced filings. As discussed, the
Company has requested additional time to respond to the comments from the Staff. The Company expects to respond to the Staff’s comments on or before October 24, 2012.

Please contact the undersigned at (650) 463-2677 if you have any questions regarding this request.

Very truly yours,

 /s/ Kathleen M. Wells

 Kathleen M. Wells

of LATHAM & WATKINS LLP

cc:
G. Charles Robb, Chief Financial Officer

September 25, 201 2

Via E -mail
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics, Inc.
149 Commonwealth Drive
Menlo Park, CA 94025

Re:  Corcept Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 20 11
Filed March 13, 201 2
Form 10 -Q for the Quarterly Period Ended June 30, 2012
Filed August 9, 2012
File No. 0 -50679

Dear Mr. Belanoff :

We have reviewed your filing s and have the following comments.   In our comments, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe  a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the informatio n provided, we may have additional comments and/or
request that you amend your filing s.

Form 10 -Q for the Quarterly Period Ended June 30, 2012
Notes to Condensed Financial Statements

1. Summary of Significant Accounting Policies

Net Product Sales, pa ge 9

1. You state on page 9 that “ We calculate gross product revenues based on  the price that we
charge our customers. We estimate our net product reve nues by deducting from our gross
product revenues (a) trade allowan ces, such as d iscounts for prompt payment and
distributor fees, (b) estimated government  rebates and chargebacks, (c) reserv es for
expected product  returns and (d)  estimated costs of patient as sistance pr ograms. We

Joseph K. Belanoff
Corcept Therapeutics, Inc.
September 25, 2012
Page 2

 initially record estimates for th ese deducti ons at the time we recognize  the gross revenue.
We update our estimates on a recurring b asis as new information becom es available.”
 Please provide us  an analysis of the charges, payments and reserve balance at June
30, 2012 for items (a) through (d) above.
 Please tell us how you were able to comply with the guidance in ASC 605 -15-25-1-(f)
and ASC 605 -15-25-3 a. through d. in determining the amount of your reserve for
returns for this new product allowing for full revenue recognit ion at time of sale.
Address in your response  your concerns , as disclosed,  over physician and patient
acceptability of the product, the lengthy return period and slower than expected
product launch.
 Tell us how you confirmed that there was  not excess inventory held by your single
distributor and specialty pharmacy.

Cost of Sales , page 9

2. You state that “We began capitalizing Korlym production costs as inventory following
approval by the FDA on February 17, 2012.  Prior to receiving the FDA  approval for
Korlym, we expensed all costs related to the manufacturing of the product (including
stability costs and manufacturing overhead) as incurred; we classified these costs as
research and development expense. A portion of the product manufactured  prior to FDA
approval is available for us to use commercially .”  Please tell us  the amount of these costs
classified as research and development expense by year for each of the three years ended
December 31, 2009, 2010 and 2011 and for the six months ended June 30, 2011 and 2012
and how you considered the guidance in ASC 730 -10-15-4 a. through e. in determining
that classifying the manufacturing costs incurred prior to FDA approval as research and
development expenses  complies with GAAP.

3.   Composit ion of Certain Balance Sheet Items
Inventory, page 11

3. It appears your cost of product revenues was only 5.5% of net product revenues for the
quarter ended June 30, 2012.  Please tell us the amount of estimated revenues represented
by inventory on hand at June 30, 2012 for which manufacturing costs were expens ed in
prior periods as research and development expenses (i.e. “zero cost inventories”).  Tell us
when you expect to finish selling these inventories.

4. If the zero cost inventories exceed your estim ated p roduct sales for the next twelve
months, tell us wh y a materi al portion of the $2.4 million i nventory June 30, 2012 should
not be classified as “non -current” assets since your accounting is on a FIFO basis.

5. Tell us what you estimate your gross margin percentage will be after the zero cost
inventories are sold.

6. Please explain why you have only $25,000 in finished goods inventory at June 30, 2012.

Joseph K. Belanoff
Corcept Therapeutics, Inc.
September 25, 2012
Page 3

 7. Please explain why you are carrying the cost of “work -in-progress” inventory on your
financial statements since you contract the manufacture of inventory to a th ird party. Also
explain how the amount is determined.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and a dequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

Please contact James Peklenk, Staff Accountant, at (202) 551 -3661 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551 -3614 if you have any questions  regarding the
comments . In this regard, d o not hesitate to contact me  at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Acceleration Request

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

September 7, 2010

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

Sebastian Gomez Abero, Staff Attorney

Re:
Corcept Therapeutics Incorporated

Registration Statement on Form S-3

File No. 333-168928

 Dear
Mr. Riedler and Mr. Gomez Abero:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we
hereby request acceleration of the effective date of the Registration Statement on Form S-3 filed on August 19, 2010, as amended by Amendment No. 1 to the Registration Statement filed on September 2, 2010
(No. 333-168928) (the “Registration Statement”) of Corcept Therapeutics Incorporated (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C.
time, on September 9, 2010, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Alan Mendelson at
(650) 463-4693.

 The Company acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”) of the Commission, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Thank you for your assistance in this matter. Please do not hesitate
to call Alan Mendelson at (650) 463-4693 if you have any questions regarding this request.

Very truly yours,

 Corcept Therapeutics Incorporated

 By:

 /s/ Caroline M. Loewy

 Name:

Caroline M. Loewy

 Title:

Chief Financial Officer

August 25, 2010

Joseph K. Belanoff, M.D.  Chief Executive Officer  Corcept Therapeutics Incorporated 149 Commonwealth Drive  Menlo Park, CA 94025
Re: Corcept Therapeutics Incorporated
  Registration Statement on Form S-3
Filed August 19, 2010
  File No. 333-168928

Dear Dr. Belanoff:
 We have limited our review of your registration statement to the issue we have addressed
in our comment.  In our comment we may ask you  to provide us with information so we may
better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Incorporation by Reference, page 26

1. Please revise your incorporation by referen ce section to specifi cally incorporate
reference the Annual Report on Form 10- K filed on March 26, 2010.  Currently you
only incorporate by reference the Fo rm 10-K/A filed August 19, 2010.   by

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Joseph K. Belanoff, M.D.  Corcept Therapeutics Incorporated August 25, 2010 Page 2

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-3715 with
any questions.
Sincerely,

        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Alan C. Mendelson
Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA 94025

August 24, 2010
 Joseph K. Belanoff Chief Executive Officer Corcept Therapeutics, Inc. 149 Commonwealth Drive
Menlo Park, CA  94025

Re: Corcept Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 26, 2010 File No. 0-50679

Dear Mr. Belanoff:   We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, CA 94025

August 11, 2010

 VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Mary Mast, Staff Accountant

Joel Parker, Branch Chief

Sebastian Gomez Abero, Staff Attorney

Re:

Corcept Therapeutics Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 26, 2010

File No. 0-50679

 Ladies and Gentlemen:

This letter sets forth the responses of Corcept Therapeutics Incorporated (the “Company”) to the comment letter from the Staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated July 30, 2010 relating to the above-referenced filing. For ease of review,
the text of each of the Staff’s comments is set forth below in bold, followed by the Company’s response.

 Form 10-K for the
Fiscal Year Ended December 31, 2009

 Intellectual Property, page 14

1.
Please disclose the expiration date of each of the issued patents that you own.

Response:

In response to the Staff’s comment, we intend to file via EDGAR Amendment No. 1 to the Form 10-K for the year ended
December 31, 2009 (“Amendment No. 1”) to revise our disclosure under the section titled “Part I – Item 1. Business – Intellectual Property” relative to our patents in substantially the form
presented in Exhibit A.

 Exhibit 31.1 and 31.2

2.
We note that you filed your Principal Executive Officer and Principal Financial Officer certification under Item 601(b)(31) of Regulation S-K. Please revise the
certification to include the introductory language of paragraph 4 of Item 601(b )(31) of Regulation S-K to include reference to internal controls.

Response:

We acknowledge that, with respect to our Principal Executive Officer and Principal Financial Officer certifications under
Item 601(b)(31) of Regulation S-K, we omitted the reference to internal controls in the introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K. Please see the revised wording of such certifications in Exhibit B.
In response to this comment, we intend to include such updated certifications in Amendment No. 1 to the Form 10-K for the year ended December 31, 2009 to be filed via EDGAR.

*****

 It is the Company’s
intention to file Amendment No. 1 to the Form 10-K for the year ended December 31, 2009 within 10 business days of the SEC staff’s acceptance of our responses herein.

As requested in the Staff’s letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 *****

Please do not hesitate to contact me by telephone at (650) 327-3270 or Alan C. Mendelson of Latham & Watkins LLP at
(650) 463-4693 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Caroline M. Loewy

 Caroline
M. Loewy

 Chief Financial Officer

cc:

Joseph K. Belanoff, Corcept Therapeutics Incorporated

Anne LeDoux, Corcept Therapeutics Incorporated

Alan C. Mendelson, Esq., Latham & Watkins LLP

Connie Chen, Esq., Latham & Watkins LLP

 EXHIBIT A

Intellectual Property

Patents and other proprietary rights are important to our business. It is our policy to seek patent protection for our inventions, and to
rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.

Under an agreement with Stanford University, we have licensed exclusive rights to the following issued U.S. patents and any corresponding
foreign patents:

 U.S. Patent Number

 Subject Matter

 Expiration

Date

6,150,349

Use of GR-II antagonists in the treatment of psychotic major depression

October 5, 2018

6,362,173

Use of GR-II antagonists in the treatment of cocaine-induced psychosis

October 5, 2018

6,369,046

Use of GR-II antagonists in the treatment of early dementia

February 4, 2019

The expiration dates for the corresponding foreign patents range from 2018 to
2019.

 We are required to make milestone payments and pay royalties to Stanford University on sales of products
commercialized under any of the above patents. We are currently in compliance with our obligations under the agreement. If Stanford University were to terminate any of our exclusive licenses due to breach of the license on our part, we would not be
able to commercialize CORLUX for the treatment of the psychotic features of psychotic depression, cocaine-induced psychosis or early dementia.

We also own issued U.S. patents for the use of GR-II antagonists in the treatment of mild cognitive impairment, for the treatment of
weight gain following treatment with antipsychotic medication, for the prevention and treatment of stress disorders, for increasing the therapeutic response to ECT, for the treatment of delirium, for the treatment of gastroesophageal reflux disease
and for inhibiting cognitive deterioration in adults with Down’s Syndrome. The expiration dates of these patents and their foreign counterparts range from 2020 to 2025.

In addition, we have eight U.S. method of use patent applications covering certain GR-II antagonists, including the treatment of:

•

 patients suffering from mental disorders by optimizing mifepristone levels in plasma serum;

•

 postpartum psychosis;

•

 neurological damage in premature infants;

•

 catatonia;

•

 migraine headaches;

•

 psychosis associated with interferon-alpha therapy;

•

 depression in patients taking Interleukin-2 (IL-2) and

•

 amyotrophic lateral sclerosis (ALS).

The expiration dates of these patents range and their foreign counterparts from 2023 to
2029.

 We have composition of matter claims on three patent families of novel selective GR-II antagonists. Applications
for all of the three families have been allowed in Europe. In the United States, applications for two of the three families have been allowed. Examination has not yet begun in the United States on our third novel selective GR-II antagonist family.
The expiration dates of these European and U.S. patents range from 2025 to 2026.

We have also filed, where we deemed appropriate, foreign patent applications corresponding to our U.S. patents and applications.

 However, we cannot assure you that any of our patent applications will result in the issuance of patents, that any issued
patent will include claims of the breadth sought in these applications or that competitors will not successfully challenge or circumvent our patents if they are issued.

Although two of our patents and one of our patent applications have claims directed to the composition of compounds, we do not have a
patent with claims directed to the composition of mifepristone. Our rights under our issued patents related to mifepristone cover only the use of that compound in the treatment of specific diseases.

The patent covering the product mifepristone has expired. The only FDA-approved use of mifepristone is to terminate pregnancy. The FDA
has imposed significant restrictions on the use of mifepristone to terminate pregnancy and may impose restrictions on CORLUX for the treatment of Cushing’s Syndrome and the psychotic features of psychotic depression. We plan to rely on
(1) the scope of our use patent, (2) the restrictions imposed by the FDA on the use of mifepristone to terminate pregnancy and (3) the different patient populations, administering physicians and treatment settings between the use of
mifepristone to terminate pregnancy and to treat Cushing’s Syndrome and psychotic depression.

 The patent positions of
companies in the pharmaceutical industry are highly uncertain, involve complex legal and factual questions and have been and continue to be the subject of much litigation. Our product candidates may give rise to claims that we infringe on the
products or proprietary rights of others. If it is determined that our drug candidates infringe on others’ patent rights, we may be required to obtain licenses to those rights. If we fail to obtain licenses when necessary, we may experience
delays in commercializing our product candidates while attempting to design around other patents, or determine that we are unable to commercialize our product candidates at all. If we do become involved in intellectual property litigation, we are
likely to incur considerable costs in defending or prosecuting the litigation. We believe that we do not currently infringe any third party’s patents or other proprietary rights, and we are not obligated to pay royalties to any third party
other than Stanford University.

 In November 2003, McLean Hospital had alleged that it also had rights to the technology that
led to the patent for the use of GR-II antagonists to treat the psychotic features of psychotic depression. McLean Hospital was a prior employer of one of our founders, Dr. Alan Schatzberg and it alleged that the invention of the technology
underlying this patent was conceived by Dr. Schatzberg and/or Dr. Anthony Rothschild while the two were employed by McLean Hospital. We contended that the invention was actually conceived by Dr. Schatzberg and Dr. Joseph Belanoff
while they were employed by Stanford University and that the patent was appropriately assigned by them to Stanford University. In October 2004, we announced a resolution of this issue in which we retained our exclusive rights under the patent and
which required us to make no additional payments under the license, regardless of the resolution of the impending inventorship dispute. In January 2005, the inventorship issue was resolved in favor of Stanford University.

As discussed earlier under “Competition,” in 2004 Akzo Nobel filed an observation to the grant of our exclusively licensed
European patent application with claims directed to psychotic depression. In February 2006, the EPO allowed our patent application. We are not aware of any other disputes related to patent issues.

 Exhibit 31.1

EXHIBIT B

CERTIFICATION

 I,
Joseph K. Belanoff, M.D., certify that:

1.
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the period ended
December 31, 2009 of Corcept Therapeutics Incorporated;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have:

(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.

 /s/ JOSEPH K. BELANOFF

Joseph K. Belanoff, M.D.

Chief Executive Officer

August    , 2010

 Exhibit 31.2

CERTIFICATION

 I,
Caroline M. Loewy, certify that:

1.
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K for the period ended
December 31, 2009 of Corcept Therapeutics Incorporated;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have:

(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
disclosed in this report any change in the registrant’s

July 30, 2010
 Joseph K. Belanoff Chief Executive Officer Corcept Therapeutics, Inc. 149 Commonwealth Drive
Menlo Park, CA  94025

Re: Corcept Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 26, 2010 File No. 0-50679

Dear Mr. Belanoff:
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within te n business days by amending your filing or by
advising us when you will provide the requested  response. If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
    Form 10-K for the Fiscal Year Ended December 31, 2009

 Intellectual Property, page 14

1. Please disclose the expiration date of each of the issued patents that you own.
 Exhibit 31.1 and 31.2

2. We note that you filed your Principal Executiv e Officer and Principal Financial Officer
certification under Item 601(b)(31)  of Regulation S-K.  Please revise the certification to
include the introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K to
include reference to internal controls.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

 Joseph K. Belanoff Corcept Therapeutics, Inc. July 30, 2010 Page 2

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Mary Mast, Sta ff Accountant, at (202) 551-3613 or Joel Parker, Branch
Chief, at (202) 551-3651 if you have any questions  regarding the processing of your response as
well as any questions regarding comments on the fi nancial statements and related matters.  You
may contact Sebastian Gomez Abero, Staff Attorn ey at (202) 551-3578 with  questions on any of
the other comments.  In this regard, do not  hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Acceleration Request

 Corcept Therapeutics Incorporated

 149 Commonwealth Drive

 Menlo Park, California 94025

 January 26, 2010

 VIA
FACSIMILE AND EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
    Jeffrey P. Riedler, Assistant Director

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

    (File No. 333-163140)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 initially filed on November 16, 2009 (File No. 333-163140) (as amended to date, the “Registration Statement”) of
Corcept Therapeutics Incorporated (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on January 27, 2010, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Alan Mendelson at (650) 463-4693.

 The Company acknowledges the following:

•

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Thank you for your assistance in this matter. Please do not hesitate to call Alan Mendelson
at (650) 463-4693 if you have any questions regarding this request.

Very truly yours,

CORCEPT THERAPEUTICS INCORPORATED

By:

 /s/ Joseph K. Belanoff, M.D.

Joseph K. Belanoff, M.D.

Chief Executive Officer

By:

 /s/ Caroline M. Loewy

Caroline M. Loewy

Chief Financial Officer

CORRESP
1
filename1.htm

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

FIRM / AFFILIATE OFFICES

Abu Dhabi

 Moscow

Barcelona

Munich

Beijing

New Jersey

Brussels

New York

Chicago

Orange County

Doha

Paris

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San Diego

Hamburg

San Francisco

Hong Kong

Shanghai

London

Silicon Valley

Los Angeles

Singapore

Madrid

Tokyo

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Washington, D.C.

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
 2

 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
 4

 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

  Page
 5

 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

  Page
 6

 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

Mail Stop 4720          November 24, 2009   Joseph K. Belanoff, M.D.  Chief Executive Officer  Corcept Therapeutics Incorporated  149 Commonwealth Drive  Menlo Park, CA 94025
 Re: Corcept Therapeutics Incorporated
  Registration Statement on Form S-3
  Filed November 16, 2009
  File No. 333-163140
 Dear Dr. Belanoff:   We have limited our review of your filing to the issues we have addressed in our
comment.  Where indicated, we think you shoul d revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

 1. We note that you are registering the resale 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 offeri ng relative to the number of shares
outstanding held by non-affiliates, the na ture of the offering and the selling
stockholders, it appears that the offeri ng 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).

Joseph K. Belanoff, M.D.
Corcept Therapeutics Incorporated  November 24, 2009 Page 2

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

• the length of time the selling stockholders have held the shares;
• the relationship of each selling stockholder with the company, including an analysis of whether the selling stockholder is an affiliate
of the company;
• any relationships among th e selling stockholders; and
• whether or not any of the selling stockholders 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.  S ee Securities Act Rules Compliance and
Disclosure Interpretations Question 612.09.

* * *
  As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

Joseph K. Belanoff, M.D.
Corcept Therapeutics Incorporated  November 24, 2009 Page 3
• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Alan C. Mendelson
Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA 94025

CORRESP
1
filename1.htm

Acceleration Request

 Corcept Therapeutics Incorporated

 149 Commonwealth Drive

 Menlo Park, California 94025

 November 7, 2008

 VIA
EDGAR & FAX

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:     Jeffrey Riedler, Esq., Assistant Director, Office of Health Care and Insurance, Division of
Corporation Finance

Re:
Corcept Therapeutics Incorporated

Registration Statement on Form S-3 (File No. 333-150204)

 Dear Mr. Riedler:

 In accordance with Rule 461 under the Securities Act of 1933, we hereby request acceleration of the
effective date of the Registration Statement on Form S-3 (No. 333-150204) (the “Registration Statement”) of Corcept Therapeutics Incorporated (the “Registrant”). We respectfully request that the Registration
Statement become effective as of 5:00 p.m., Washington, D.C. time, on November 10, 2008. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Latham & Watkins LLP, by emailing John J.
Huber at john.huber@lw.com or, in the alternative, calling him at (202) 637-2242. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the
effective time and date of the Registration Statement be sent to our counsel, Latham & Watkins LLP, Attention: John J. Huber, by facsimile to (202) 637-2201.

 The Company acknowledges the following:

•

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Please do not hesitate to call John J. Huber at (202) 637-2242 if you have any questions regarding this
request.

 Very truly yours,

 /s/ Anne LeDoux

 Anne LeDoux

 Vice President and Controller

cc:
John J. Huber, Esq., Latham & Watkins LLP

 Alan
C. Mendelson, Esq., Latham & Watkins LLP

 Keith Benson, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

Correspondence

 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

FIRM / AFFILIATE OFFICES

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 Washington, D.C.

 October 14, 2008

 VIA EDGAR & FAX

 Jeffrey 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. 333-150204) Filed April 11, 2008

 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 April 28, 2008 related to the Registration Statement on Form S-3 filed April 11, 2008 (File No. 333-150204) (the “Registration Statement”). The Registration Statement relates to 8,923,210 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 4,461,599 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 March 25, 2008 (the “March 2008 Offering”).

 The Company filed the Registration Statement
April 11, 2008 to fulfill its obligation under a Registration Rights Agreement dated March 14, 2008 between the Company and the investors in the March 2008 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.

 Form S-3

1.
We note that you are registering the sale of 13,384,809 shares. 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).

 October 14, 2008

  Page
 2

 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 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.

 * * * * *

 We have reviewed the Staff’s
historical guidance on PIPE transactions as articulated in the Division of Corporate Finance’s Telephone Interpretations Manual Interpretation D.29 (“Interpretation D.29”), 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. 1 (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 public float, is sought to be registered for
resale.2 We understand that the Staff does not view this as a new position, and that the Staff’s historical view of PIPE transactions under
Interpretation D.29 has not changed.3

 1

 United States Securities and Exchange Commission Division of Corporation Finance, Manual of Publicly Available Telephone
Interpretations, Section D, Rule 415, Interpretation No. 29; See also United States Securities and Exchange Commission Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations, Section H, Form S-3, Interpretation
No. 76.

 2

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

 3

 John W. White, Director, Division of Corporation Finance, United States Securities and Exchange Commission, The Promise
of Transparency — Corporation Finance in 2007, available at http://www.sec.gov/news/speech/2007/spch022307jww.htm (February 23, 2007).

 October 14, 2008

  Page
 3

 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 Interpretation D.29.

 We have reviewed the factors in the Staff’s comment and other relevant factors including the considerations in Interpretation D.29. 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 Corcept. Rather, they are venture capitalists, members of the Company’s Board of Directors and
pre-existing stockholders who have made an investment in the Company that will likely take multiple years to generate a return. While the amount of Registrable Securities contemplated in the Registration Statement is roughly equal to the aggregate
amount of shares of Common Stock and warrants to purchase Common Stock outstanding and held by non-affiliates (the “Public Float”), and while seven 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 all but one of the Affiliated Holders, as defined herein;

•

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

•

 the March 2008 Offering occurred against the backdrop of an effort to fund a clinical trial 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;

•

 none of the Affiliated Holders have ever sold any shares of the Company’s Common Stock that they have acquired at various points in the last 11 years;

•

 the Selling Stockholders have now held the Registrable Securities for more than six months;

•

 the Selling Stockholders are not currently and never have been in the “business of buying and selling securities;” and

•

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

 Taken together, the totality of the facts and the circumstances surrounding the March 2008 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).

 October 14, 2008

  Page
 4

 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 seven Selling Stockholders (collectively referred to as the “Affiliated Holders”) are affiliates of the Company due to their being
members of the Board or having representation on the Board, and in certain cases, stock ownership. Each of the venture capital firms that is an Affiliated Holder beneficially owns more than 10% of the Company’s outstanding Common Stock.
Together, the Affiliated Holders own 36,669,233 shares of Common Stock and warrants to purchase Common Stock, representing almost three times the number of shares held by non-affiliates and approximately 68.32% of the total shares and warrants to
purchase shares outstanding as of October 1, 2008 (the “Diluted Shares Outstanding”). The table below sets forth, for each of the Affiliated Holders, the length of time each has been a Corcept stockholder, the number of shares covered
by an effective registration statement, the number of Registrable Shares they purchased in the March 2008 Offering, the number of Registrable Securities available to each of them for resale under Rule 144(e) as of October 1, 2008 as a percent
of the total Registrable Securities that each Affiliated Holder purchased in the March 2008 Offering and the number of shares of Common Stock they have sold to date since becoming stockholders of the Company.

 Name of Selling Stockholder

Stockholder
Since

Shares
Previously
Registered

Registrable
Shares

Percent of
Registrable
Securities Available
for Sale Under Rule
144(e)*

Shares
Sold to
Date**

 Joseph C. Cook, Jr.

2005

1,395,238

264,783

100
%

0

 David L. Mahoney

2004

495,238

105,913

100
%

0

 James N. Wilson

1999

930,834

52,956

100
%

0

 Entities affiliated with Alta Partners II, Inc.***

2001

4,150,655

1,588,702

30.7
%

0

 Longitude Capital Partners, LLC

2008

0

5,295,675

9.2
%

0

 Paperboy Ventures, LLC

2006

8,285,383

3,177,405

15.4
%

0

 Sutter Hill Ventures and related entities***

1999

6,062,936

2,383,051

20.5
%

0

*
Percentages calculated as of October 1, 2008, when the maximum number of shares available for resale by any Affiliated Holder under Rule 144(e) was 488,777 shares.

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

***
References to Sutter Hill Partners and Alta Partners II, Inc. include persons and entities affiliated with such firms.

 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. Since the Affiliated Holders purchased over 96% of the shares covered by the Registration Statement, nearly all of the Registrable Securities
are subject to the volume and manner restrictions of Rule 144. As of October 10, 2008, the maximum number of shares of Common Stock available for sale by any

 October 14, 2008

  Page
 5

affiliate in a three-month period pursuant to Rule 144(e) equals 488,777 shares.4 For the Affiliated Holders that are venture capital firms, only a fraction of the Registrable Securities held by them would be saleable under Rule 144 in any three month period. In addition to being affiliates for
purposes of Rule 144, the Affiliated Holders are insiders under Section 16 of the Exchange Act and therefore would have been subject to disgorgement of profits if they were to have sold any of the Registrable Securities for a profit within six
months of purchasing them in the March 2008 Offering. If Corcept 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.

 1. Directors

 Joseph C. Cook, Jr. has served as a member of the Board of Directors since 2002. Mr. Cook is Chairman of the Board of Amylin Pharmaceuticals, Inc. Mr. Cook served as Chief Executive Officer of Amylin Pharmaceuticals from 1998 to
2003. Mr. Cook is a founder and currently serves as Chairman of the Board of Ironwood Pharmaceuticals, Inc.

 David Mahoney has served
as a member of the Board of Directors since 2004. From 1999 to 2001, Mr. Mahoney served as co-CEO of McKesson HBOC, Inc., a healthcare supply management and information technology company and as CEO of iMcKesson LLC, a healthcare management and
connectivity company.

 James N. Wilson has served as Chairman of the Board of Directors since 1999. In addition, since 2005,
Mr. Wilson has been the Chairman of the Board of NuGEN Technologies, Inc. Since 2002, he has served as a director of Amylin Pharmaceuticals, Inc. From 1996 to 2001, Mr. Wilson was Chairman of the Board of Amira Medical, Inc.

 2. Venture Capital Investors

 Alta
Partners II, Inc. (“Alta Partners”) is a venture capital firm that invests in life sciences, funding over 130 companies in the industry since 1996. Alta Partners’ website states the firm’s philosophy as follows: “We are
long-term investors and believe that it is critical to be a value-added investor by actively working with portfolio company management teams to help build market-leading companies.” Alta Partners has been an active investor in Corcept for seven
years, having initially invested in the Company in connection with the Company’s pre-IPO series C preferred stock financing in May 2001. Alix Marduel, M.D., a Managing Director of Alta Partners, served on the Board of Directors from 2001 until
2008, at which point she resigned from the Board and Edward E. Penhoet, Ph.D., a Director of Alta Partners, joined the Board of Directors.

 4

 488,777 shares equals 1% of the total shares of Common Stock outstanding as reported on the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 13, 2008. In comparison, the average weekly reported volume of trading on the Nasdaq Capital Market in the Company’s Common Stock for the four weeks ended
October 10, 2008 was 100,925 shares.

 October 14, 2008

  Page
 6

 Longitude Venture Partners, L.P. (“Longitude”) was formed in 2006 and invests in medical
device and biotechnology companies developing products that address important unmet medical or economic needs in the life sciences industry. Longitude is Corcept’s most recent venture capital investor, having made its first investment in the
Company when they committed to participate in the March 2008 Offering. Prior to that time, Longitude had no relationship with the Company or its officers and directors. In connection with its investment in the March 2008 Offering, Longitude and the
Company agreed that the Company would take all necessary acts to have one designee of Longitude nominated to the Board of Directors until such time as Longitude beneficially owns less than 5% of the outstanding Common Stock, including Warrant
Shares. Pursuant to this agreement, the Company appointed Patrick G. Enright, a Managing Director of Longitude, to the Company’s Board of Directors and nominated Mr. Enright for reelection at the Company’s 2008 Annual Meeting of
Stockholders.

 Paperboy Ventures, LLC (“Paperboy”), a venture capital firm that has invested in approximately 14 scientific
companies since its formation in 2003. Paperboy became an investor in the Company in November 2006. Not only has Paperboy not sold any of i

CORRESP
1
filename1.htm

Acceleration Request

555 Eleventh Street, N.W., Suite 1000

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 VIA EDGAR

 Michael Reedich, Esq.

 Special Counsel

 Office of
Health Care and Insurance

 Division of Corporation Finance

 Securities and Exchange Commission

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 Washington, D.C. 20549

Re:
Corcept Therapeutics Incorporated

Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-150232)

Filed June 6,
2008

 Dear Mr. Reedich:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company” or “Corcept”), pursuant to Rule 477 of the
Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests acceleration pursuant to Rule 461 under the Securities Act of 1933, as amended, of the Registration Statement on Form S-1 (Registration
No. 333-150232) of the Company, original filed on April 14, 2008, as amended by Amendment No. 1 thereto filed on May 30, 2008 and as amended by Amendment No. 2 thereto filed on June 6, 2008 (as amended, the
“Registration Statement”), so that the Registration Statement will be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m. EDT on June 10, 2008, or as soon as practicable thereafter.

 In connection with the foregoing request for acceleration of such Registration Statement, the Company has authorized us to acknowledge on
its behalf that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Please call the undersigned at (202) 267-2242 if you wish to discuss this request.

Very truly yours,

/s/ John J. Huber

 John J. Huber

 of LATHAM & WATKINS
LLP

cc:
Song P. Brandon, Esq., Securities and Exchange Commission

Joseph K. Belanoff, Corcept Therapeutics Incorporated

Alan C. Mendelson, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

CORRESP
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filename1.htm

Acceleration Request

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 Michael Reedich, Esq.

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 Washington, D.C. 20549

Re:
Corcept Therapeutics Incorporated

 Amendment No. 1
to Registration Statement on Form S-1 (File No. 333-150259)

 Filed May 30,
2008

 Dear Mr. Reedich:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company” or “Corcept”), pursuant to Rule 477 of the
Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests acceleration pursuant to Rule 461 under the Securities Act of 1933, as amended, of the Registration Statement on Form S-1 (Registration
No. 333-150259) of the Company, original filed on April 14, 2008 and as amendment by Amendment No. 1 thereto filed on May 30, 2008 (as amended, the “Registration Statement”), so that the Registration Statement will be
declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m. EDT on June 3, 2008, or as soon as practicable thereafter.

 In connection with the foregoing request for acceleration of such Registration Statement, the Company has authorized us to acknowledge on its behalf that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Please call the undersigned at (202) 267-2242 if you wish to discuss this request.

 Very truly yours,

 /s/ John J. Huber

 John J. Huber

 of LATHAM & WATKINS LLP

cc:
Song P. Brandon, Esq., Securities and Exchange Commission

 Joseph K. Belanoff, Corcept Therapeutics Incorporated

 Alan C. Mendelson, Latham & Watkins LLP

 Keith Benson, Latham & Watkins LLP

CORRESP
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filename1.htm

Acceleration Request

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 VIA EDGAR

 Michael Reedich, Esq.

 Special Counsel

 Office of
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 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Corcept Therapeutics Incorporated

Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-150232)

Filed May 30,
2008

 Dear Mr. Reedich:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company” or “Corcept”), pursuant to Rule 477 of the
Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests acceleration pursuant to Rule 461 under the Securities Act of 1933, as amended, of the Registration Statement on Form S-1 (Registration
No. 333-150232) of the Company, original filed on April 14, 2008 and as amended by Amendment No. 1 thereto filed on May 30, 2008 (as amended, the “Registration Statement”), so that the Registration Statement will be
declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m. EDT on June 3, 2008, or as soon as practicable thereafter.

 In connection with the foregoing request for acceleration of such Registration Statement, the Company has authorized us to acknowledge on its behalf that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Please call the undersigned at (202) 267-2242 if you wish to discuss this request.

Very truly yours,

/s/ John J. Huber

 John J. Huber

 of LATHAM & WATKINS
LLP

cc:
Song P. Brandon, Esq., Securities and Exchange Commission

Joseph K. Belanoff, Corcept Therapeutics Incorporated

Alan C. Mendelson, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

Mail Stop 6010         May 16, 2008   Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics Incorporated 149 Commonwealth Drive Menlo Park, CA  94025
Re: Corcept Therapeutics Incorporated
 Registration Statement on Form S-1  File Number 333-150232  Correspondence Filed on May 13, 2008
Dear Dr. Belanoff:
We have reviewed your c ounsel’s May 13, 2008 letter re garding the above-captioned
matter and response to our comments.  We continue to believe that given the nature and size of
the offering relative to the numbe r of shares outstanding held by non-affiliates, the offering is a
primary offering.  In that rega rd, you appear to have the following options:  (1) you may amend
your filing to reduce the size of the offering; or  (2) you may withdraw the current registration
statement and file a new regist ration statement related to the offering only after each put and
issuance of stock to Kingsbridge.

* * *

Please contact Song Brandon at (202) 551-3621, Michael Reedich, Special Counsel at
(202) 551-3612, or me at (202) 551 -3715 with any other questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r   cc: John J. Huber, Esq.   Latham & Watkins LLP  555 Eleventh Street, NW, Suite 1000  Washington, DC  20004-1304

CORRESP
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filename1.htm

SEC Response Letter

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 VIA EDGAR & FAX

 Michael Reedich

 Special Counsel

 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-1 (File No. 333-150232)

 Filed April 14, 2008

 Dear Mr. Reedich:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company”
or “Corcept”), we are responding to the Staff comment in its letter dated April 28, 2008. For ease of reference, we have reprinted the comment in the Comment Letter (in bold) followed by the Company’s response thereto.

 Form S-1

1.
We note that you are registering the sale of 9,976,159 shares. Given the nature and the size of the offering relative to the number of shares outstanding held by non-affiliates,
it appears the offering is a primary offering. Because you do not appear to be eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4). In that regard, it appears you
should withdraw the current registration statement, and file a new registration statement related to the offering only after each put and issuance of stock to Kingsbridge.

 If you disagree with our analysis, please advise the staff of the company’s basis for determining that the transaction is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).

 May 13, 2008

 Page 2

 Corcept’s Response:

 Since late 2006, the Staff has been providing informal guidance concerning the availability of Rule
415 and Form S-3 to smaller public companies seeking to register the resale of shares acquired in private investments in public equity or PIPEs.1
Specifically, the Staff is concerned that selling shareholders may be acting as underwriters and that the resale shelf is an indirect primary offering where a significant percentages, such as one-third of the public float, is sought to be registered
for resale (hereinafter referred to as the “2007 Position”).

 Historically, the Staff analyzed private equity lines of credit, such the Committed Equity Financing Facility (the “CEFF”) entered into between the Company and Kingsbridge Capital Limited (“Kingsbridge”), as indirect
primary offerings.2 However, the Staff permitted smaller public companies, such as the Company, to register the resale of the securities in private
equity lines of credit prior to the exercise of the puts of securities to the private equity line investor if three conditions were met: the private placement transaction is complete prior to filing the registration statement; the registration
statement is on the form that the company is eligible to use for a primary offering; and the equity line investor(s) are identified as underwriter(s) as well as selling shareholders(s) (the “Historical Staff Position”).3

 We respectfully submit that the 2007 Position should not be applied to equity lines of credit for smaller reporting companies, such as the Company. The Historical Staff Position not only represented an accommodation by the Staff to the
capital formation needs of non S-3 qualified companies, but did not result in any abuse or loss of investor protection. Maintaining the Historical Staff Position on private equity lines of credit does not conflict with the Commission’s recently
effective rules concerning smaller public companies.4 Rather, maintaining the Historical Staff Position fulfills the capital formation purpose of
the 2007 Release, particularly in these times when smaller public companies are finding it difficult, if not impossible, to raise equity capital.5
The CEFF between the Company and Kingsbridge and the Registration Statement complies with the Historical Staff Position:

 1

 John W. White, Director, Division of Corporation Finance, United States Securities and Exchange Commission, The Promise
of Transparency — Corporation Finance in 2007, available at http://www.sec.gov/news/speech/2007/spch022307jww.htm (February 23, 2007).

 2

 See Current Issues and Rulemaking Projects Quarterly Update (March 31, 2001), Equity Line Financings (available
at www.sec.gov/divisions/corpfin/guidance/ci033101ex_ sas.htm).

 3

 Id. For examples of private equity line financings with Kingsbridge which were registered on Form S-1, see
Somanetics Corporation (filed March 24, 2000; File No. 333-33262) and Sonic Solutions (filed July 20, 2000; File No. 333-41796)

 4

 Release No. 33-8878, Revisions to the Eligibility Requirements for Primary Securities Offerings on Form S-3 and
Form F-3 (Dec. 19, 2007), 72 Federal Register 247 at 73534 (Dec. 27, 2007) (the “2007 Release”).

 May 13, 2008

 Page 3

•

 Kingsbridge is irrevocably bound to purchase all securities put to Kingsbridge by the Company pursuant to the CEFF, subject only to bring-downs of representations
and warranties, confirmation of no material adverse changes affecting the Company, and the absence of breaches by the Company of certain covenants contained in the CEFF documentation that are within the Company’s control.

•

 The Company filed the Registration Statement on Form S-1, the form the Company is eligible to use for primary offerings.

•

 Kingsbridge is named as an underwriter both on the cover page to the prospectus included in the Registration Statement and in the “Plan of Distribution”
section of the Registration Statement.

 Kingsbridge has advised us that it would not enter into private equity lines of
credit with other smaller reporting companies if those companies cannot file resale registration statements prior to the exercise of a put. Therefore, requiring smaller reporting companies with equity lines of credit to file resale registration
statements only after the exercise of a put and the issuance of stock will result in the loss of this financing alternative to companies not eligible to conduct primary offerings on Form S-3.

 Staff concern with resale registration statements for PIPEs does not raise the same concerns with respect to a registration statement for an equity line
of credit such as the CEFF, in particular. First, as discussed in more detail below, Kingsbridge is not an affiliate of the Company. Second, even though the aggregate number of shares subject to the CEFF is large relative to the Company’s
outstanding public float (approximately 86% as of the date of this letter), the number of shares issuable in any particular put under the CEFF is limited to a much smaller amount. More importantly, the amount being registered is only one factor in
the Staff’s analysis. While the amount being registered (86% of float) exceeds the (33% of float) benchmark of the Staff’s position, we respectfully submit that that factor is outweighed by the other applicable facts and circumstances.

 5

 A private equity line can provide a much-needed alternative source of capital for smaller public companies, particularly
when there is significant illiquidity in the broader capital markets as is currently the case. Because the investor in an equity line of credit commits to purchase stock upon signing, an equity line of credit provides a company with more flexibility
to sell stock when market conditions are most favorable and with more certainty that capital will be available when needed. An equity line of credit also provides significant assurance that financings can be completed, which greatly aids smaller
reporting companies, such as the Company, in budgeting for expenditures such as clinical trials and drug development initiatives.

 May 13, 2008

 Page 4

 Kingsbridge is not an Affiliate of Corcept

 Although the number of shares of the Company’s common stock subject to the CEFF is
approximately 19.9% of the Company’s outstanding common stock, Kingsbridge does not beneficially own these shares within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. Prior to the exercise by the Company of a put under
the CEFF, Kingsbridge does not have the right to acquire, dispose of6 or vote the shares of common stock subject to the CEFF.7

 The Company and Kingsbridge have represented to
us that there are no contractual or other relationships between the Company and Kingsbridge pursuant to which Kingsbridge can exercise any control over the management or board of directors of the Company, other than the documentation in connection
with the CEFF. Moreover, Kingsbridge has no right to name any director of the Company’s board of directors nor does it have any ability to direct or cause the direction of the Company’s management or policies within the meaning of Rule 405
under the Securities Act of 1933 by means of the CEFF or otherwise.

 Based on the foregoing facts and circumstances, it is our opinion that
Kingsbridge is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act. Stroock & Stroock & Lavan LLP, counsel to Kingsbridge, is of the same opinion.

 Shares Issuable under CEFF

 Pursuant to the CEFF, the Company may put a specified dollar value of its common stock to Kingsbridge over eight trading-day pricing periods, with a minimum of seven trading days between pricing periods. On each trading day of a pricing
period, Kingsbridge is obligated to purchase one-eighth of the specified dollar value of common stock at a purchase price equal to a discount to the volume-weighted average price (“VWAP”) of the common stock on such trading day. The
maximum dollar value of each put of common stock to Kingsbridge under the CEFF is

 6

 In Section 5.6 of the Common Stock Purchase Agreement between the Company and Kingsbridge, Kingsbridge covenants
that neither Kingsbridge, nor any of its affiliates nor any entity managed or controlled by Kingsbridge will, or cause or assist any person to, enter into or execute any short sale of any securities of the Company.

 7

 The Company and Kingsbridge have represented to us that, in addition to the shares of the Company’s common stock
issuable in connection with the CEFF, Kingsbridge does not beneficially own any other shares of the Company’s common stock. Kingsbridge owns a warrant to purchase up to 330,000 shares of the Company’s common stock (the “Warrant”)
that was issued in connection with the CEFF. The Warrant becomes fully exercisable beginning September 25, 2008 and for a period of five years thereafter. The exercise price of the Warrant is $3.525 per share and is subject only to traditional
anti-dilution adjustments. Since the Warrant is not exercisable within 60 days, Kingsbridge does not have beneficial ownership of the shares underlying the Warrant under Rule 13d-3(d)(1)(i) of the Exchange Act.

 May 13, 2008

 Page 5

limited to 1.25% of the Company’s market capitalization (which is equal to the total number of shares outstanding multiplied by the closing sales price)
at the time of the initiation of the put, or, at the Company’s option, an amount equal to the lesser of (a) 2.5% of Company’s market capitalization at the time of the initiation of the put, and (b) 50% of the Company’s
average trading volume over a 20-day period multiplied by the closing sales price multiplied by the number of trading days in the pricing period. Notwithstanding the foregoing, in no event can the maximum draw down amount exceed $10 million per put.
Settlement of the first half of each put occurs on or prior to the sixth trading day of a pricing period and settlement of the second half of each put occurs on or prior to the second trading day after the expiration of the pricing period. As of
May 9, 2008, the maximum amount that the Company can put to Kingsbridge during a pricing period would be equal to approximately $1.2 million, or only 5.2% of the approximately $23.4 million aggregate market value of the Company’s common
stock held by non-affiliates. Under no circumstances would the exercise by the Company of a put right result in Kingsbridge being able to resale more than approximately 10.4% of the public float (2.5% of the Company’s market capitalization),
which is far below the 33% standard of the 2007 Staff Position.

 In addition, the registration rights agreement contemplates the filing on
only one registration statement. Section 1.1(g) that provides that if the original registration statement fails to register all of the registrable securities, the Company will agree with Kingsbridge on a mutually agreeable timetable to file
additional registration statements in order to effectuate the purchase agreement. What is key, however, is that no put can occur unless there is already an effective shelf registration statement pursuant to Section 7.4 of the purchase agreement
related to the CEFF. It is therefore not possible to file the registration statement “after each put and issuance of stock to Kingsbridge” as the comment would require, because there can be no put or issuance without the registration
statement, thus making compliance with the comment a chicken and egg dilemma resulting in impossibility to consummate the CEFF as agreed to by the parties.

 Private equity lines of credit such as the CEFF are also distinguishable from PIPEs resale registration statements in that only a limited number of the total number of shares available for sale under a private equity
line registration statement will be available for sale at any given time, whereas the entire amount registered under a PIPEs resale registration statement would be available for sale at all times. That fact alone, i.e. the substantial overhang posed
by the ability to sell into a trading market a substantial percentage of shares at one time, distinguishes the equity line of credit from the 2007 Staff Position.

 Equity lines of credit are used by smaller public companies particularly during difficult times, such as now, to meet the capital needs for their businesses. They also enable smaller reporting companies to continue as
a going concern and avoid a qualified auditor’s opinion. The provider of an equity line of credit is an underwriter, but not an affiliate under these circumstances. The provisions of an equity line of credit agreement, like the CEFF, are
intended to protect a trading market from the types of abuses the 2007 Staff Position is also intended to prevent. Ironically, the same provisions that enable the equity line to dribble shares out to a trading market enable the registration
statement to exceed the 33% of float under the 2007 Staff Position. We respectfully submit that the Historical Staff Position is consistent with the capital

 May 13, 2008

 Page 6

formation spirit of the 2007 Release8 and that the CEFF
does not present the abuse the 2007 Staff Position was intended to address. Consequently, we respectfully request the Staff to reconsider the comment.

 Please call the undersigned at (202) 267-2242 to discuss this response.

Very truly yours,

/s/ John J. Huber

John J. Huber

of LATHAM & WATKINS LLP

cc:
Song P. Brandon, Securities and Exchange Commission

 Joseph K. Belanoff, Corcept Therapeutics Incorporated

 Alan C. Mendelson, Latham & Watkins LLP

 Keith Benson, Latham & Watkins LLP

 Keith M. Andruschak, Stroock & Stroock & Lavan LLP

 8

 In discussing the 30% cap on a smaller reporting company’s use of Form S-3, the 2007 Release states:
“[A]ccordingly, an issuer that is temporarily prevented from utilizing Form S-3 for shelf offerings to raise capital would not be foreclosed from registering a primary offering on Form S-1 or in private place

Mail Stop 6010         April 28, 2008   Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics Incorporated 149 Commonwealth Drive Menlo Park, CA  94025
Re: Corcept Therapeutics Incorporated
 Registration Statement on Form S-3  Filed April 11, 2008  File Number 333-150204
Dear Dr. Belanoff:

This is to advise you that we have limited our review of th e above referenced registration
statement to only the issues identified below.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form S-3

1. We note that you are registering the sale  of 13,384,809 shares.  Given the size of the
offering relative to the number of shares outst anding held by non-affiliates, the nature of
the offering and the selling security holders , it appears the offeri ng 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 appr opriately characterized
as a transaction that is eligible to be ma de under Rule 415(a)(1)(i).  In your analysis,
please address the following among any other relevant factors:

• The relationship of each sell ing 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.

* * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with ma rked copies of the ame ndment to expedite our
review.  Please furnish a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly
facilitate our review.  Please file your c over letter on EDGAR under the form type label
CORRESP.  Please understand th at we may have additional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
    Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that
 ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
‚ the company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
Please contact Song Brandon at (202) 551-3621, Michael Reedich, Special Counsel, at
(202) 551-3612, or me at (202) 551 -3715 with any other questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Alan C. Mendelson, Esq.  Keith Benson, Esq.  Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA  94025