Corcept Therapeutics Annual Report 2020

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FY2020 Annual Report · Corcept Therapeutics

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-50679

CORCEPT THERAPEUTICS INCORPORATED

(Exact Name of Corporation as Specified in Its Charter)

Delaware
(State or other jurisdiction of incorporation or organization)

77-0487658
(I.R.S. Employer Identification No.)

149 Commonwealth Drive
Menlo Park, CA 94025
(Address of principal executive offices) (zip code)

(650) 327-3270
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class
Common Stock, $0.001 par
value

Trading Symbol(s)

Name of each exchange on
which registered

CORT

The Nasdaq Stock Market

Securities registered pursuant to Section 12 (g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Acts. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405

of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer
Non-accelerated filer

☒
☐

Accelerated filer
Smaller reporting company
Emerging growth company

☐
☐
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2020 was $1,632,998,185,
based on the closing price of $16.82 for shares of the Registrant’s common stock as reported on the Nasdaq Stock Market on June 30, 2020. Shares of
common stock beneficially owned by each executive officer, director and holder of more than 10% of our common stock have been excluded, in that such
persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other
purpose.

On February 17, 2021 there were 117,312,341 shares of common stock outstanding at a par value of $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11,

12, 13 and 14 of Part III.

TABLE OF CONTENTS

Form 10-K

For the year ended December 31, 2020

ITEM 1.

Business

ITEM 1A.

Risk Factors

ITEM 1B.

Unresolved Staff Comments

ITEM 2.

ITEM 3.

Properties

Legal Proceedings

ITEM 4.

Mine Safety Disclosures

PART I

PART II

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ITEM 6.

Selected Financial Data

ITEM 7.

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

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 8.

ITEM 9.

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9A.

Controls and Procedures

ITEM 9B.

Other Information

ITEM 10.

Directors, Executive Officers and Corporate Governance

ITEM 11.

Executive Compensation

PART III

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

ITEM 14.

Principal Accounting Fees and Services

PART IV

ITEM 15.

Exhibits, Financial Statement Schedules

ITEM 16.

Form 10-K Summary

Signatures and Power of Attorney

Page

This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (“Securities Act”). All statements
contained in this Form 10-K, other than statements of historical fact, are forward-looking statements. When used in this report, the words “believe,”
“anticipate,” “intend,” “plan,” “estimate,” “expect,” “may,” “will,” “should, “would,” “could,” “seek” and similar expressions are forward-looking
statements based on management’s current expectations. The absence of these words does not mean that a statement is not forward-looking. Forward-
looking statements include, but are not limited to, statements about:

PART I

•

our ability to manufacture, market and sell Korlym (mifepristone) 300 mg Tablets (“Korlym”);

our estimates regarding enrollment in and the completion dates of our clinical trials and the anticipated results of these trials;

the progress and timing of our research and development programs and the regulatory activities associated with them;

our ability to realize the benefits of orphan drug designation for Korlym and the impact of possible future competition for Korlym or our product
candidates;

our estimates for future performance, including revenue and profits;

the timing of regulatory submissions seeking approval of product candidates and the commercialization of any product candidates that are
approved;

our ability to manufacture, market, commercialize and achieve market acceptance for our product candidates;

uncertainties associated with obtaining and enforcing patents; and

estimates regarding our future revenue, income and capital requirements.

Forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Actual events or results may differ
materially for many reasons. For a more detailed discussion of the risks and uncertainties that may affect the accuracy of our forward-looking statements,
see the “Risk Factors,” “Overview” and “Liquidity and Capital Resources” sections of the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of this Form 10-K. You should also carefully consider the other reports and documents we file with the
Securities and Exchange Commission (“SEC”).

Forward-looking statements in this Form 10-K reflect our view only as of the date of this report. Except as required by law, we undertake no

obligation to update forward-looking statements.

Unless stated otherwise, all references in this document to “we,” “us,” “our,” “Corcept,” the “Company,” “our company” and similar words and

phrases refer to Corcept Therapeutics Incorporated.

ITEM 1. BUSINESS

Overview

We are a commercial-stage company engaged in the discovery and development of drugs to treat severe metabolic, oncologic and psychiatric

disorders by modulating the effects of the steroid hormone cortisol.

Cortisol plays a significant role in the body’s response to stress and is essential for survival. Cortisol influences metabolism and the immune system
and contributes to emotional stability. Cortisol levels follow a diurnal rhythm that is essential to health, peaking upon awakening and decreasing during the
day. Insufficient cortisol activity may lead to dehydration, hypotension, shock, fatigue and hypoglycemia. Excessive cortisol activity, known as
hypercortisolism, may lead to a suppressed immune response, impaired glucose tolerance, diabetes, obesity, fatty liver disease, depressed mood, psychosis,
wasting of the arms and legs, edema, fatigue, hypertension and other problems.

In addition, pre-clinical and clinical data suggest that cortisol reduces a patient’s immune response to oncogenesis, shields certain cancer cells from
the apoptotic effects of chemotherapy and facilitates the growth of others. Pre-clinical and clinical data also indicate that modulating cortisol activity may
improve outcomes in patients suffering from weight gain caused by antipsychotic medications (“AIWG”) and in patients with fatty liver disease and non-
alcoholic steatohepatitis (“NASH”), precursors of liver fibrosis and cirrhosis.

Since 2012, we have marketed the cortisol modulator Korlym in the United States for the treatment of patients with a form of hypercortisolism
known as endogenous Cushing’s syndrome. The challenge in treating a patient with Cushing’s syndrome is modulating cortisol’s effects without
suppressing them below normal levels or disrupting cortisol’s normal diurnal rhythm. Simply reducing or destroying the ability of the body to make cortisol
can cause serious harm. Cortisol activity can be modulated effectively by a drug that competes with cortisol as it attempts to bind to the glucocorticoid
receptor (“GR”). We do not sell Korlym internationally.

Because Korlym’s active ingredient, mifepristone, reduces the binding of excess cortisol to GR, it can modulate the effects of abnormal levels and
release patterns of cortisol without compromising cortisol’s healthy functions and rhythms. However, mifepristone also binds to the progesterone receptor
(“PR”), thereby terminating pregnancy and causing other adverse effects, including endometrial thickening and vaginal bleeding, a debilitating condition
suffered by a significant portion of women who take Korlym.

We have discovered more than 1,000 proprietary cortisol modulators that bind to GR but have no affinity for PR and so do not cause Korlym’s PR-
related side effects. These novel molecules share Korlym’s affinity for the glucocorticoid receptor GR, but, unlike Korlym, do not bind to the PR and
therefore do not cause effects arising from antagonism of progesterone activity, such as termination of pregnancy, endometrial thickening and vaginal
bleeding. They are “selective” cortisol modulators. The composition of these compounds and their methods of use in a wide range of indications are
covered by U.S. and foreign patents.

Our lead compounds have entered the clinic as potential treatments for a variety of serious disorders – Cushing’s syndrome, solid tumors (i.e.,
advanced, high-grade serous ovarian cancer, metastatic pancreatic cancer, castration-resistant prostate cancer and adrenocortical cancer with cortisol
excess), AIWG and NASH.

COVID-19 Pandemic

Due to the COVID-19 pandemic, much of the world is subject to public health orders of varying degrees of stringency, including in California,
where our headquarters are located, and the states where most of our clinical specialists and medical science liaisons live. Restrictions have also been
implemented in the jurisdictions where our clinical trial sites are located. We are exempt from some of these restrictions in some jurisdictions because
pharmaceutical companies are often deemed “essential businesses” that are allowed wider freedom to operate. Nonetheless, to protect the public health and
the health of our employees, we are conducting a significant portion of our business by means of video and teleconferences and e-mail. Most of our third-
party manufacturers, distributors (including the specialty pharmacy that dispenses Korlym), information technology service providers, law and accounting
firms, clinical research organizations and others are also subject to pandemic-related restrictions.

Public health restrictions, as well as measures taken by patients, physicians, hospitals and medical clinics to reduce the risk of coronavirus
infection have reduced our sales and made it difficult to grow our Korlym business. Many hospitals and medical practices have suspended or severely
restricted visits by pharmaceutical company representatives, which has reduced the effectiveness of our sales and marketing efforts. When educating
physicians about Cushing’s syndrome and Korlym’s potential to benefit their patients, close contact with our clinical specialists is important, especially for
physicians who are new to the medication. While we have implemented a program of teleconference and video meetings, which are useful, they are not as
effective as meeting in-person. Many physicians and patients have reduced the frequency of office visits, which, together with pandemic-related closures of
laboratory facilities and imaging centers and the reluctance of many patients to leave their homes, has made diagnosing and optimally treating patients with
Cushing’s syndrome difficult. All of these factors make it difficult to increase the number of patients who receive Korlym, which has reduced our sales,
even though there remain many patients who could benefit from the medication but have not received it.

The pandemic’s impact on the pace of our clinical development programs has been variable. Enrollment has slowed significantly in trials of
indications not considered immediately life-threatening, such as Cushing’s syndrome, CRPC, AIWG and NASH. In addition, to reduce the risk of COVID-
19 transmission and preserve medical resources for the treatment of patients with COVID-19, some clinical sites have stopped enrolling new patients or
have reduced the frequency with which physicians see study participants. Some sites have suspended or halted the initiation of new clinical trials. These
changes have lengthened the time it will take to complete most of our development programs, although trials in patients with immediately life-threatening
diseases, such as advanced pancreatic and ovarian cancer, have experienced many fewer disruptions and delays.

Please see the risk factor under Item 1A of this Annual Report, “The COVID-19 pandemic or other public health emergencies, natural disasters,
terrorism or other catastrophes could disrupt our activities and render our own or our vendors’ facilities and equipment inoperable or inaccessible and
require us to curtail or cease operations.”

Cushing’s Syndrome

Background. Cushing’s syndrome is the clinical manifestation of hypercortisolism. An estimated 10 to 15 of every one million people are diagnosed
with Cushing’s syndrome each year, resulting in approximately 3,000 new patients and a patient population in the United States of about 20,000,
approximately half of whom are cured by surgery. Cushing’s syndrome most often affects adults between the ages of 20 and 50.

Most people with Cushing’s syndrome have one or more of the following symptoms: high blood sugar, diabetes, high blood pressure, upper body
obesity, rounded face, increased fat around the neck, thinning arms and legs, severe fatigue and weak muscles. Irritability, anxiety, cognitive disturbances
and depression are also common. Cushing’s syndrome can affect every organ system in the body and can be lethal if not treated. The preferred treatment is
surgery, which, if successful, can cure the disease. In approximately half of patients, surgery is not successful because the tumor cannot be located or
removed completely. Depending on the type of tumor, surgery can also result in a range of complications.

Korlym to Treat Patients with Cushing’s Syndrome. We sell Korlym in the United States, using experienced sales representatives to call on
physicians caring for patients with endogenous Cushing’s syndrome (hypercortisolism). Because many people who suffer from Cushing’s syndrome are
undiagnosed or inadequately treated, we have developed and continue to refine and expand programs to educate physicians and patients about screening for
hypercortisolism and the role Korlym can play in treating the disorder. We also have a field-based force of medical science liaisons.

We use one specialty pharmacy and one specialty distributor to distribute Korlym and provide logistical support to physicians and patients. Our
policy is that no patient with Cushing’s syndrome will be denied access to Korlym for financial reasons. To help us achieve that goal, we fund our own
patient support programs and donate money to independent charitable foundations that help patients pay for all aspects of their Cushing’s syndrome care,
whether or not that care includes taking Korlym.

Relacorilant to Treat Patients with Cushing’s Syndrome. We are conducting two Phase 3 trials of our proprietary, selective cortisol modulator,
relacorilant, as a potential treatment for hypercortisolism. Relacorilant was well-tolerated in its Phase 1 and Phase 2 trials. Patients in the Phase 2 trial
exhibited meaningful improvements in glucose control and hypertension, as well as weight loss, improved liver function, coagulopathy, cognition, mood,
insulin resistance and quality of life. Importantly, relacorilant shares Korlym’s affinity for GR, but unlike Korlym, has no affinity for PR and so does not
cause the effects associated with PR affinity, including termination of pregnancy, endometrial thickening and vaginal bleeding. Relacorilant also does not
appear to cause hypokalemia (low potassium), a potentially serious adverse event that is the leading cause of patients stopping treatment with Korlym.
Forty-four percent of patients in Korlym’s pivotal trial experienced hypokalemia.

Our Phase 3 “GRACE” trial has a planned enrollment of 130 patients at sites in the United States, Canada, Europe and Israel. Each patient in
GRACE will receive relacorilant for 22 weeks. Those who exhibit pre-specified improvements in hypertension or glucose metabolism will enter a 12-week,
double-blind, “randomized withdrawal” phase, in which half of the patients will continue receiving relacorilant and the rest will receive placebo. GRACE’s
primary endpoints are the rate and degree of relapse in patients receiving placebo compared to those continuing treatment with relacorilant. If successful,
we expect GRACE to provide the basis for a new drug application (“NDA”) for relacorilant to treat patients with all etiologies of Cushing’s syndrome.

Last year, we initiated our double-blind, placebo-controlled Phase 3 “GRADIENT” trial to evaluate relacorilant as a potential treatment for patients
whose Cushing’s syndrome is caused by an adrenal tumor. Patients with this etiology of Cushing’s syndrome typically have a more indolent course of
disease, although their health outcomes are poor. This etiology of Cushing’s syndrome has not been rigorously studied. Patients with adrenal Cushing’s
syndrome would benefit from an improved understanding of the role cortisol modulation may play in their treatment.

GRADIENT has a planned enrollment of 130 patients, half of whom will receive relacorilant and half of whom will receive placebo for 26 weeks.
GRADIENT’s primary endpoints are improvements in hypertension and glucose metabolism. Many of the clinical sites in GRACE are participating in
GRADIENT. Pandemic-related restrictions and disruptions have slowed enrollment in these trials.

The United States Food and Drug Association (“FDA”) and the European Commission (“EC”) have designated relacorilant as an orphan drug for the
treatment of Cushing’s syndrome. In the United States, relacorilant’s orphan designation confers tax credits, reduced regulatory fees and, provided we
obtain approval for the treatment of Cushing’s syndrome, seven years of exclusive marketing rights for the treatment of patients with Cushing’s syndrome.
Benefits of orphan drug designation by the EC are similar, but also include protocol assistance from the European Medicines Agency (“EMA”), access to
the EU’s centralized marketing authorization procedure and, if we obtain approval, ten years of exclusive marketing rights in the

European Union (“EU”) for the treatment of patients with Cushing’s syndrome. The EC based its orphan designation on its finding that there was plausible
evidence of relacorilant’s efficacy and potential to confer significant clinical benefit compared to already approved treatments.

In neither the United States nor the EU does orphan drug designation shorten the drug approval process, make approval more likely or prevent

competitors from marketing other drugs for the treatment of Cushing’s syndrome.

FKBP5 Gene Expression Assay. The tests used to diagnose patients with hypercortisolism and optimize their treatment are imprecise and often fail
to identify patients with less severe manifestations of the disease. We have developed an assay to measure expression of the gene FKBP5, which is
stimulated by cortisol activity, and have completed analytical validation pursuant to the Clinical Laboratory Improvement Amendments (“CLIA”). Clinical
data indicate that FKBP5 levels are high in patients suffering from hypercortisolism (i.e., excess cortisol activity), but subside when they are successfully
treated. We are testing this hypothesis in the GRACE trial. We believe successful development of this assay will enable physicians to identify new patients
with hypercortisolism more easily and to better treat those already in their care.

Oncology

There is substantial in vitro, in vivo and clinical evidence that cortisol’s activity allows certain solid tumors to resist treatment. In some cancers,
cortisol activity promotes tumor growth. In other cancers, cortisol stimulates genes that retard cellular apoptosis. Cortisol also suppresses the body’s
immune response. However, activating, not suppressing, the immune system is beneficial in fighting certain cancers. Adding a cortisol modulator to a
treatment regimen may help the patient’s immune system combat the disease. Many types of solid tumors express GR and are potential targets for cortisol
modulation therapy, among them pancreatic, ovarian, castration-resistant prostate and adrenocortical cancer. We own, or have exclusively licensed, several
patents covering the use of cortisol modulators to treat pancreatic, cervical, breast and prostate cancers.

Relacorilant in Patients with Solid Tumors. In July 2020, we completed enrollment in our 178-patient, controlled, Phase 2 trial of relacorilant in
combination with nab-paclitaxel in patients with advanced, high-grade serous ovarian tumors. We randomized two-thirds of the patients to receive
relacorilant plus nab-paclitaxel, while the rest receive nab-paclitaxel alone. The trial’s primary endpoint is progression-free survival, as measured using the
Response Evaluation Criteria in Solid Tumors. Secondary endpoints include overall response rate, duration of response, best overall response and overall
survival. We expect data from this trial to be available in the first half of 2021.

We are also conducting a Phase 3 trial (“RELIANT”) of relacorilant plus nab-paclitaxel to treat patients with metastatic pancreatic cancer. RELIANT
is expected to enroll 80 patients, all of whom will receive relacorilant plus nab-paclitaxel. We plan to perform an interim analysis of data from the first 43
patients (the last of which enrolled in January 2021) in the first half of 2021.

We have initiated an open-label, Phase 1b trial of relacorilant plus the PD-1 checkpoint inhibitor pembrolizumab in 20 patients with advanced
adrenocortical cancer with cortisol excess. Because adrenocortical tumors produce cortisol, these patients suffer from both cancer and Cushing’s syndrome.
Our trial will evaluate whether relacorilant can, by reducing the effects of excess cortisol activity, treat these patients’ Cushing’s syndrome and, by
reversing cortisol-induced immune suppression, help pembrolizumab achieve its maximum tumor-killing effect.

Cortisol Modulators to Treat Patients with CRPC. Because androgens stimulate prostate tumor growth, androgen deprivation is a common treatment
for metastatic prostate cancer. Tumors eventually escape androgen deprivation therapy through the proliferation of cells for which cortisol’s stimulation of
GR and cortisol’s stimulation of mutated androgen receptors are primary growth factors. Combining a cortisol modulator with an androgen modulator such
as Xtandi (enzalutamide) may block this escape route.

We are conducting a dose-finding trial of our proprietary, selective cortisol modulator exicorilant in combination with Xtandi in patients with
metastatic CRPC. Independently, investigators at the University of Chicago are conducting a dose-finding trial of relacorilant combined with Xtandi in the
same patient population. We are providing relacorilant.

Relacorilant has been designated an orphan drug in both the United States and the EU for the treatment of pancreatic cancer. In addition, we hold
U.S. and international patents covering relacorilant’s composition of matter and U.S. patents covering its use to treat patients with pancreatic and ovarian
cancer. In addition, we own or have exclusively licensed U.S. and European patents covering relacorilant’s composition of matter and its use to treat a
variety of disorders, including pancreatic cancer, castration-resistance prostate cancer (“CRPC”) and other solid tumors.

Metabolic Disorders

Antipsychotic-Induced Weight Gain (“AIWG”). In animal models, our proprietary selective cortisol modulator miricorilant prevents and reverses
the weight gain caused by the antipsychotic medication olanzapine. These findings are similar to the results generated with mifepristone in the same animal
models and from placebo-controlled clinical trials in which mifepristone significantly reduced the weight gain and adverse metabolic effects experienced
by healthy subjects administered olanzapine or the antipsychotic medication risperidone. The results of these trials were published in the journals Advances
in Therapy, Gross et al (2009) and Obesity, Gross et al (2010).

Extensive pre-clinical and clinical data suggest that our propriety, selective cortisol modulator miricorilant can prevent weight gain and other
metabolic side-effects caused by antipsychotic medications such as olanzapine. In a double-blind, placebo-controlled Phase 1b trial, 96 healthy subjects
received daily doses of olanzapine (10 mg) and either miricorilant (600 mg or 900 mg) or placebo for 14 days. Study participants who received miricorilant
gained less weight than subjects receiving placebo. In addition, markers of liver damage that rise temporarily at the start of olanzapine therapy increased
less sharply in subjects receiving miricorilant, suggesting that miricorilant may have protective effects in the liver.

We are conducting two Phase 2, double-blind, placebo-controlled trials of miricorilant in the reversal of AIWG – “GRATITUDE” and

“GRATITUDE II.”

GRATITUDE has a planned enrollment of 100 patients with schizophrenia or bipolar disorder with recent weight gain at 30 sites in the United
States. Study participants will receive their established antipsychotic medication and either miricorilant (600 mg) or placebo for 12 weeks. GRATITUDE II
has a planned enrollment of 150 patients with schizophrenia and long-standing AIWG at 35 centers in the United States. The primary endpoint in both trials
is reduction in body weight.

NASH. Miricorilant is potent in animal models of fatty liver and liver fibrosis, which are precursors of cirrhosis. We are conducting a double-blind,
placebo-controlled, Phase 2 trial that is expected to enroll 150 patients with NASH, as determined by MRI, at 15 sites in the United States. Patients will
receive a daily dose of miricorilant (600 mg or 900 mg) or placebo for 12 weeks. The primary endpoint is reduction in liver fat content.

Development of our Other Selective Cortisol Modulators

Our portfolio of proprietary selective cortisol modulators consists of four structurally distinct series totaling more than 1,000 compounds, including
relacorilant, exicorilant and miricorilant. These compounds potently bind to GR but not the progesterone, estrogen or androgen receptors. We hold U.S. and
foreign patents covering these compounds and their methods of use in a wide range of indications. We have applied, and will continue to apply, for patents
covering the composition and method of use of our products and product candidates. See “Business – Intellectual Property.”

Many of our proprietary compounds have demonstrated positive results in animal or in vitro models of cortisol modulation. One such molecule,
CORT113176, has shown promise in animal models of amyotrophic lateral sclerosis (“ALS”). It has completed Phase 1 and we plan to advance it to Phase
2 as a potential treatment for that disease. We plan to continue identifying selective cortisol modulators and advancing the most promising of them towards
the clinic.

Studies by Independent Investigators

For many years we have advanced our understanding of cortisol modulation by supporting the work of independent academic investigators. These
researchers have studied the potential utility of mifepristone or our proprietary selective cortisol modulators in a wide range of disorders, including central
serous retinopathy, post-traumatic stress disorder, anxiety, alcoholism, cocaine addiction, Alzheimer’s disease, ALS, Cushing’s syndrome, metabolic
syndrome, atherosclerosis, fatty liver disease and solid tumors, including triple-negative breast, prostate, ovarian and non-small cell lung cancers, as well as
sarcoma and melanoma.

Clinical Trial Agreements

We typically conduct our clinical trials with the assistance of clinical research organizations (“CROs”). ICON plc is helping us conduct our GRACE
and GRADIENT trials. IQVIA Inc. is helping us conduct our Phase 2 trial of relacorilant to treat patients with metastatic ovarian cancer and our dose-
finding trial of exicorilant to treat patients with CRPC. Medpace, Inc. is helping us conduct our GRATITUDE, GRATITUDE II and RELIANT trials. We
may terminate our agreements with ICON and IQVIA on 60 days’ written notice. Our agreement with Medpace may be terminated by us without cause at
any time.

Research and Development Spending

We incurred $114.8 million, $89.0 million and $75.2 million of research and development expenses in the years ended December 31, 2020, 2019 and

2018, respectively, which accounted for 51 percent, 46 percent and 47 percent, respectively, of our total operating expenses in those years.

Manufacturing Korlym

We rely on contract manufacturers to produce Korlym and our product candidates. In March 2014, we entered into an agreement with Produits
Chimiques Auxiliaires et de Synthese SA (“PCAS”) to produce mifepristone, the active pharmaceutical ingredient (“API”) in Korlym. In 2018, we
amended this agreement and extended its term to December 31, 2021, with two one-year renewals that will occur automatically unless either party gives 12
months advance written notice of its intent not to renew. The amendment also provides for exclusivity between PCAS and Corcept, unless PCAS is unable
to meet our requirements, in which case we may purchase mifepristone from another supplier.

We have agreements with two third-party manufacturers to produce and bottle Korlym tablets.

Hatch-Waxman Amendments to the Federal Food, Drug and Cosmetic Act (“FDCA”)

The FDCA establishes an approval process for generic versions of already approved (or “Innovator”) drugs through the submission of an
Abbreviated New Drug Application (“ANDA”). The proposed generic drug must have the same active ingredients, dosage form, strength, route of
administration, labeling, performance characteristics and intended use, among other things, as the Innovator drug. ANDAs are termed “abbreviated”
because they need not include data establishing safety or efficacy. Generally, generic applicants must only demonstrate that their product is bioequivalent
to, or performs in the same manner as, the Innovator drug.

ANDA applicants must certify that any patents listed by the owner of the Innovator drug in the Orange Book are expired, invalid or will not be
infringed by the manufacture, use or sale of the proposed generic product. This is known as a “Paragraph IV certification.” If the owner of the Innovator
drug sues the ANDA applicant for infringement of one or more Orange Book patents within 45-days of receiving notice of a Paragraph IV certification, the
FDA approval of the ANDA application is automatically stayed until the earlier of (i) 30 months from the receipt of the Paragraph IV certification or (ii) a
trial court decision finding the asserted Orange Book patents are invalid, unenforceable or not infringed. This prohibition is commonly referred to as the
“30-month stay.” Owners of Innovator drugs regularly challenge paragraph IV certifications and trigger 30-month stays.

We are engaged in ANDA litigation with Teva Pharmaceuticals USA, Inc. (“Teva”) and Sun Pharmaceutical Industries Limited (“Sun Ltd.”) with
respect to their proposed generic versions of Korlym. In addition, Teva challenged the validity of one of our patents in a post grant review (“PGR”)
proceeding before the Patent Trial and Appeal Board (“PTAB”). In November 2020, the PTAB decided all of Teva’s claims in this PGR in Corcept’s favor.
Teva has until March 12, 2021 to file its appeal brief with Federal Circuit Court of Appeals. In addition, on February 1, 2021, we received a Paragraph IV
Notice Letter advising that Hikma Pharmaceuticals USA Inc. (“Hikma”) submitted an ANDA to the FDA seeking authorization from the FDA to
manufacture, use or sell a generic version of Korlym in the United States. Under the terms of the Hatch Waxman Act, we have until March 15, 2021 to
bring suit against Hikma.

See “Part I, Item 3, Legal Proceedings.”

Competition for Korlym

Korlym competes with established treatments, including surgery, radiation and other medications, including “off-label” uses of drugs such as
ketoconazole, an anti-fungal medication. Korlym also competes with Signifor® (pasireotide) Injection and Isturisa (osilodrostat). Both drugs are sold by
the Italian pharmaceutical company Recordati S.p.A. (“Recordati”). Both drugs are approved by the FDA for the treatment of adult patients with Cushing’s
disease who are not candidates for pituitary surgery or for whom surgery did not work. Cushing’s disease is a subset of Cushing’s syndrome. In the EU,
Isturisa is also approved as a treatment for Cushing’s syndrome.

The orphan drug marketing exclusivity period for Korlym ended in February 2019, which means a competitor that receives FDA approval for a
generic equivalent of Korlym may market its drug to patients with Cushing’s syndrome, provided doing so would not infringe any of our patents. Korlym
may also experience competition from new compounds. Strongbridge Biopharma plc is seeking approval in the United States and Europe to market
levoketoconazole, a chiral form of the commonly-prescribed cortisol synthesis inhibitor ketoconazole, as a treatment for patients with Cushing’s syndrome.

Intellectual Property

Patents and other proprietary rights are important to our business. We own ten U.S. composition of matter patents covering our selective cortisol
modulators and 55 U.S. patents covering the use of cortisol modulators to treat a variety of serious disorders, including Cushing’s syndrome and own an
extensive portfolio of patents in countries around the world. We have applied, and will continue to apply, for U.S. and foreign patents covering the
composition and method of use of our products and product candidates.

Korlym. The composition of matter patent covering Korlym’s active ingredient, mifepristone, has expired. The only other FDA-approved use of
mifepristone is to terminate pregnancy. We hold 16 U.S. method of use patents listed in the FDA Orange Book covering various uses of Korlym in the
treatment of patients with Cushing’s syndrome, with additional patent applications that may be suitable for listing in the Orange Book under examination at
the USPTO. Our current Orange Book patents have expiration dates ranging from 2028 to 2038.

To protect our market for Korlym we rely on (1) our method of use patents, (2) the significant 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.

Oncology. We have exclusively licensed eight U.S. method of use patents from the University of Chicago covering the use of glucocorticoid receptor
antagonists, including mifepristone, in the treatment of castration-resistant prostate cancer in combination with androgen deprivation agents and triple-
negative breast cancer in combination with anti-cancer agents. This license also covers related applications in countries around the world. See “Business -
License Agreements.”

Other Method of Use Patents. In addition to our patents relating to Cushing’s syndrome, we own U.S. and foreign patents for the use of cortisol
modulators in the treatment of pancreatic cancer, weight gain caused by antipsychotic medications, mild cognitive impairment, delirium, catatonia,
psychosis induced by interferon-alpha therapy, migraine headaches, gastroesophageal reflux disease, neurological damage in premature infants and in the
treatment of diseases using combination steroid and GR antagonist therapy. We own patents covering the optimization of mifepristone plasma levels in the
treatment of patients suffering from disorders, including Cushing’s syndrome, amenable to treatment with mifepristone. We also own patents covering
prevention and treatment of stress disorders, improvement of therapeutic response to electroconvulsive therapy and inhibition of cognitive deterioration in
adults with Down’s Syndrome. The expiration dates of these patents and their foreign counterparts range from 2020 to 2039.

Composition of Matter Patents Covering Our Proprietary, Selective Cortisol Modulators. We have ten U.S. composition of matter patents containing
claims relating to our next-generation cortisol modulators. Foreign counterparts of five of these patents have issued in Europe. The expiration dates of these
patents and their foreign counterparts range from 2025 to 2034.

We have filed, in appropriate jurisdictions, foreign patent applications corresponding to our U.S. patents and applications. 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 we are seeking, or that
competitors or other third-parties will not successfully challenge or circumvent our patents if they are issued.

We believe our patents are valid and do not infringe the patents or other proprietary rights of others. Accordingly, we believe we are not obligated to

pay royalties relating to the use of intellectual property to any third parties except the University of Chicago, from which we have licensed certain patents.

License Agreements

We have exclusively licensed from the University of Chicago eight U.S. patents for (a) the use of cortisol modulators in the treatment of triple-
negative breast cancer, and (b) the use of cortisol modulators to treat castration-resistant prostate cancer. We are required to pay the University of Chicago
customary milestone fees and royalties on revenue from products commercialized under the issued patents or patents that may issue pursuant to the pending
applications. Our license will end upon expiration of the licensed patents in 2031 and 2033 or upon notification by us to the University of Chicago. Three
patents that were licensed from Stanford University expired in October 2018. See “Business – Intellectual Property.”

Government Regulation

Prescription pharmaceutical products are subject to extensive pre- and post-approval regulation governing the testing, manufacturing, safety,
efficacy, labeling, storage, record keeping, advertising and promotion of the products under the Federal Food, Drug and Cosmetic Act. All of our product
candidates require regulatory approval by government agencies prior to commercialization and are subject to continued regulatory oversight thereafter.
Before a new drug may be marketed in the United States the FDA generally requires completion of preclinical laboratory and animal testing, performance
of adequate and

well-controlled human clinical trials to establish the safety and efficacy of the proposed drug’s intended use and approval by the FDA. Complying with
these and other federal and state statutes and regulations involves significant time and expense.

If the FDA approves the marketing of a new drug, physicians may prescribe it to patients in the United States. The FDA may withdraw its approval
at any time if compliance with regulatory standards is not maintained. The drug developer must submit periodic reports to the FDA, including reports of
adverse patient experiences, which could cause the FDA to impose marketing restrictions through labeling changes or remove the drug from the market.
The FDA may also require post-approval studies, referred to as “Phase 4 studies,” to monitor or further explore the effect of approved products, and may
limit marketing of the drug based on the results of such studies.

The FDA imposes complex regulations regarding the promotion and sale of pharmaceuticals, including standards for direct-to-consumer advertising,
off-label promotion, and industry-sponsored scientific and educational activities. Failure to abide by these regulations can result in penalties including the
issuance of a warning letter directing a company to correct deviations from FDA regulations, mandated modification of promotional materials and labeling
and the issuance of corrective information in addition to state and federal civil and criminal penalties.

Facilities involved in the manufacture of drugs must comply with FDA-mandated current Good Manufacturing Practices regulations (“cGMP”) and
are subject to periodic inspection by the FDA and other regulatory authorities. Failure to comply with statutory and regulatory requirements subjects the
manufacturer to possible legal or regulatory action, including suspension of manufacturing or a product recall.

Marketing Approvals Outside the United States

If we choose to distribute our product candidates outside the United States, we (or our potential future partners) will have to complete an approval
process similar to the one imposed by the FDA. The approval procedure and the time required for approval vary from country to country and may involve
additional preclinical and clinical trials. Foreign approvals may not be granted on a timely basis, or at all. Regulatory approval of pricing is required in
most countries other than the United States, which pricing may be too low to generate an acceptable return. We are not seeking regulatory approval to
market Korlym outside the United States.

Coverage and Reimbursement

Sales of our products will depend, in part, on the extent to which they will be covered by government health care programs and commercial
insurance and managed healthcare organizations. Third-party payers are increasingly limiting coverage and reducing reimbursements for medical products
and services, although this trend has not to-date had a material impact on the amount or timing of our revenues. In addition, the U.S. government, state
legislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions on coverage and
reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures and adoption of more
restrictive policies in jurisdictions with existing controls and measures could limit our revenue. Decreases in third-party reimbursement for our products or
a decision by a third-party payer to not cover our products could reduce our sales and have a material adverse effect on our results of operations and
financial condition.

Other Healthcare Laws

We are subject to healthcare regulation and enforcement by the federal government and the states where we conduct business. These laws include,
without limitation, state and federal anti-kickback, fraud and abuse, false claims, privacy and security and physicians’ sunshine laws and regulations.
Foreign governments have comparable regulations.

The federal Anti-Kickback Statute prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or
providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or
service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs. The Anti-Kickback Statute is
subject to evolving interpretations. In the past, the government has enforced the Anti-Kickback Statute to reach large settlements with healthcare companies
based on sham consulting and other financial arrangements with physicians. Further, a person or entity does not need to have actual knowledge of these
statutes or specific intent to violate them to have committed a violation. The majority of states also have anti-kickback laws which establish similar
prohibitions and in some cases may apply to items or services reimbursed by any third-party payor, including commercial insurers.

Additionally, the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for
payment to the U.S. government. Actions under the False Claims Act may be brought by the Attorney General or as a qui tam action by a private individual
in the name of the government. In addition, the government may assert

that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes
of the federal False Claims Act. Violations of the False Claims Act can result in very significant monetary penalties and treble damages. The federal
government is using the False Claims Act, and the accompanying threat of significant liability, in its investigation and prosecution of pharmaceutical and
biotechnology companies in connection with the promotion of products for unapproved uses and other sales and marketing practices. The government has
obtained multi-billion dollar settlements under the False Claims Act in addition to individual criminal convictions under applicable criminal statutes. We
expect that the government will continue to devote substantial resources to investigating healthcare providers’ and manufacturers’ compliance with
applicable fraud and abuse laws.

The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits, among other things, knowingly and willfully
executing a scheme to defraud any healthcare benefit program. In addition, HIPAA, as amended by the Health Information Technology for Economic and
Clinical Health Act, or HITECH, and their implementing regulations, imposes certain requirements relating to the privacy, security and transmission of
protected health information on HIPAA covered entities, which include certain healthcare providers, health plans and healthcare clearinghouses, and their
business associates who conduct certain activities for or on their behalf involving protected health information on their behalf. Even when HIPAA does not
apply, according to the Federal Trade Commission or the FTC, failing to take appropriate steps to keep consumers’ personal information secure constitutes
unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, or the FTCA, 15 U.S.C § 45(a). The
FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds,
the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health
information is considered sensitive data that merits stronger safeguards. The FTC’s guidance for appropriately securing consumers’ personal information is
similar to what is required by the HIPAA Security Rule.

In addition, there has been increased federal and state regulation of payments made to physicians and other healthcare providers. The Patent
Protection and Affordable Care Act (“ACA”), among other things, imposes new reporting requirements on drug manufacturers for payments made by them
to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain health care professionals beginning in 2022 and
teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Failure to submit required
information may result in significant civil monetary penalties for any payments, transfers of value or ownership or investment interests that are not timely,
accurately and completely reported in an annual submission. Drug manufacturers must report such payments to the government by the 90th day of each
calendar year. Certain states also mandate implementation of commercial compliance programs, impose restrictions on drug manufacturer marketing
practices and/or require the tracking and reporting of gifts, compensation and other remuneration to physicians.

State and foreign laws and regulations restrict business practices in the pharmaceutical industry and complicate our compliance efforts. For example,
some states require companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the federal government’s compliance
guidance or otherwise restrict payments to healthcare providers and other potential referral sources. Some states require manufacturers to file reports
relating to pricing and marketing information. Some state and local governments require the public registration of pharmaceutical sales representatives.

Certain state and foreign laws also govern the privacy and security of health information in ways that differ significantly from one another and are
not preempted by HIPAA. For example, California recently enacted legislation, the California Consumer Privacy Act, or CCPA, which went into effect
January 1, 2020. The CCPA, among other things, creates new data privacy obligations for covered companies and provides new privacy rights to California
residents, including the right to opt out of certain disclosures of their information. The CCPA also creates a private right of action with statutory damages
for certain data breaches, thereby potentially increasing risks associated with a data breach. Although the law includes limited exceptions, including for
“protected health information” maintained by a covered entity or business associate, it may regulate or impact our processing of personal information
depending on the context. In Europe, the General Data Protection Regulation, or GDPR, went into effect in May 2018 and imposes stringent data protection
requirements for controllers and processors of personal data of persons within the EU. The GDPR applies to any company established in the EU as well as
to those outside the EU if they collect and use personal data in connection with the offering of goods or services to individuals in the EU or the monitoring
of their behavior. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory
enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the
noncompliant company, whichever is greater. In addition, the United Kingdom leaving the EU could also lead to further legislative and regulatory changes.
It remains unclear how the United Kingdom data protection laws or regulations will develop in the medium to longer term and how data transfer to the
United Kingdom from the EU will be regulated, especially following the United Kingdom’s departure from the EU on January 31, 2020. However, the
United Kingdom has transposed the GDPR into domestic law with the Data Protection Act 2018, which remains in force following the United Kingdom’s
departure from the EU.

The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with different
compliance and/or reporting requirements in multiple jurisdictions increase the possibility that a healthcare company may violate one or more of the
requirements. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject to
penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, exclusion from
participation in federal and state healthcare programs and imprisonment, any of which could adversely affect our ability to operate our business and our
financial results.

Data Privacy and Security

Numerous state, federal and foreign laws and regulations govern the collection of, disclosure of, use of, access to, transfer of, and confidentiality and
security of health-related and other personal information, and could apply now or in the future to our operations or the operations of our partners. For
example, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing
regulations, imposes requirements relating to the privacy, security and transmission of protected health information on HIPAA covered entities, which
include certain healthcare providers, health plans and healthcare clearinghouses, and their business associates who conduct certain activities for or on their
behalf involving protected health information on their behalf. Entities that are found to be in violation of HIPAA as the result of a breach of unsecured
protected health information, a complaint about privacy practices or an audit by the U.S. Department of Health and Human Services, or HHS, may be
subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a
resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Further, entities that knowingly receive
individually identifiable health information from a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA may be subject to
criminal penalties.

Even when HIPAA does not apply, according to the Federal Trade Commission or the FTC, failing to take appropriate steps to keep consumers’
personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it
holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health
information is considered sensitive data that merits stronger safeguards.

In Europe, the General Data Protection Regulation, or GDPR, went into effect in May 2018 and imposes stringent data protection requirements for

controllers and processors of personal data of persons within the EU. The GDPR applies to any company established in the EU or the EEA as well as to
those outside the EU or the EEA if they collect and use personal data in connection with the offering of goods or services to individuals in the EU or the
monitoring of their behavior. In addition, the GDPR increases the scrutiny of transfers of personal data from clinical trial sites located in the EEA to the
United States and other jurisdictions that the EC does not recognize as having “adequate” data protection laws; in July 2020, the Court of Justice of the
European Union limited how organizations could lawfully transfer personal data from the EEA to the United States by invalidating the EU-US Privacy
Shield and imposing further restrictions on use of the standard contractual clauses, which could increase our costs and our ability to efficiently process
personal data from the EEA. Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory
enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the
noncompliant company, whichever is greater. In addition, the United Kingdom leaving the EU could also lead to further legislative and regulatory changes.
Relatedly, following the United Kingdom’s withdrawal from the European Economic Area and the European Union, and the expiry of the transition period,
companies have to comply with both the GDPR and the GDPR

as incorporated into United Kingdom national law, the latter regime having the ability to separately fine up to the greater of £17.5 million or 4% of global
turnover. The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, for
example around how data can lawfully be transferred between each jurisdiction, which may expose us to further compliance risk.

Employees

We are managed by experienced pharmaceutical executives and also enlist the expertise of independent advisors with extensive pharmaceutical
experience. As of December 31, 2020, we had 236 employees. We consider our employee relations to be good. Our employees are not covered by a
collective bargaining agreement.

We seek to hire, retain and motivate smart, ethical, hard-working employees, officers and directors. To achieve this goal, we offer a collegial work
environment where creativity, collaboration and initiative are encouraged. We offer competitive salaries and industry-leading health benefits. To align our
people’s goals with Corcept’s goals, we offer annual performance-based cash bonuses and stock-based compensation.

About Corcept

We were incorporated in the State of Delaware on May 13, 1998. Our registered trademarks include Corcept and Korlym . Other service marks,

trademarks and trade names referred to in this document are the property of their respective owners.

Available Information

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and we therefore file periodic reports, proxy
statements and other information with the SEC relating to our business, consolidated financial statements and other matters. The SEC maintains an Internet
site, www.sec.gov, that contains reports, proxy statements and other information regarding issuers such as Corcept.

For more information about Corcept, including free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports, visit our website at www.corcept.com or the SEC’s website, www.sec.gov. The information found on or
accessible through our website is not incorporated into, and does not form a part of, this Form 10-K.

ITEM 1A. RISK FACTORS

Investing in our common stock involves significant risks. Before investing, carefully consider the risks described below and the other information in
this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are the
ones we believe may materially affect us. Many of them have been or may become exacerbated by the COVID-19 pandemic. There may be others of which
we are unaware that could materially harm our business or financial condition and cause the price of our stock to decline, in which case you could lose all
or part of your investment.

Summary of Principal Risks

The following bullet points summarize the principal risks we face, each of which could adversely affect our business, operations, and financial
results. For clarity of presentation, we have arranged these risks by the part of our business they most directly affect – (i) commercial operations, (ii)
research and development, (iii) capital need and financial results, (iv) intellectual property and (v) our stock price. A sixth group of “general risks” lists
risks that affect our business as a whole.

Risks Related to our Commercial Activities

•
•

•

Failure to generate sufficient revenue from the sale of Korlym would harm our financial results and would likely cause our stock price to decline.
The COVID-19 pandemic or other public health emergencies, natural disasters, terrorism or other catastrophes could disrupt our activities and
render our own or our vendors’ facilities and equipment inoperable or inaccessible and require us to curtail or cease operations.
If generic versions of Korlym are approved and successfully commercialized, our business, results of operations and financial position would be
adversely affected.

• Other companies offer or are attempting to develop different medications to treat patients with Cushing’s syndrome. The availability of competing

treatments could limit our revenue from Korlym.

•

If we cannot continue to obtain acceptable prices or adequate insurance coverage and reimbursement for Korlym, we will be unable to generate
significant revenues.

• We depend on vendors to manufacture Korlym’s active ingredient, form it into tablets, package it and dispense it to patients. We also depend on
vendors to manufacture the API and capsules or tablets for our product candidates. If our suppliers become unable or unwilling to perform these
functions and we cannot transfer these activities to replacement vendors in a timely manner, our business will be harmed.

Risks Related to our Research and Development Activities

•

Clinical drug development is lengthy, expensive and often unsuccessful. Results of early studies and trials are often not predictive of later trial
results. Failure can occur at any stage of drug development. Our efforts to discover, develop and commercialize our product candidates may not
succeed.
The COVID-19 pandemic has made initiating and advancing our clinical development programs more difficult.

•
• Vendors manufacture and distribute the drug product we use in our trials, conduct and manage some of our clinical trials and perform data
collection and analysis. Failure of these vendors to perform their duties or meet expected timelines may prevent or delay approval of our product
candidates.

• Our products and product candidates may cause undesirable side effects that halt their clinical development, prevent their regulatory approval,

limit their commercial potential or cause us significant liability.

• We may need additional capital to fund our operations or for strategic reasons. Such capital may not be available on acceptable terms or at all.

Risks Related to our Capital Needs and Financial Results

Risks Relating to Our Intellectual Property

To succeed, we must secure and maintain adequate patent protection for the composition and methods of use of our proprietary, selective cortisol
modulators and for the use of Korlym to treat Cushing’s syndrome and other disorders.
Third parties may allege that our patents infringe their rights. Defending against such allegations may result in costly litigation and may require us
to obtain a license or bar us from commercializing our product candidates or Korlym for a new indication.

Risks Related to Our Stock

The price of our common stock fluctuates widely and is likely to continue to do so. Opportunities for the sale of shares at any particular time may
be limited.

•

• Our stock price may decline if our financial performance does not meet the guidance we have provided to the public, estimates published by

research analysts or other investor expectations.

General Risks

• We are subject to government regulation and other legal obligations relating to privacy and data protection. Compliance with these requirements is

complex and costly. Failure to comply could materially harm our business.

• We may be unable to obtain or maintain regulatory approvals for our product or product candidates.
• Anti-takeover provisions in our charter and bylaws and under Delaware law may make an acquisition of us or a change in our management more

expensive or difficult, even if an acquisition or a management change would be beneficial to our stockholders.

• We rely heavily on information technology systems to conduct our business. A breakdown or breach of these systems or our failure to protect
confidential information concerning our business, patients or employees could interrupt the operation of our business and subject us to liability.

• Our officers, directors and principal stockholders, acting as a group, could significantly influence corporate actions.

Risk Factors - Discussion

The following section discusses the principal risks listed above, as well as other risks we believe to be material.

Risks Related to our Commercial Activities

Failure to generate sufficient revenue from the sale of Korlym would harm our financial results and would likely cause our stock price to decline.

Our ability to generate revenue and to fund our commercial operations and development programs is dependent on the sale of Korlym to treat
patients with Cushing’s syndrome. Physicians will prescribe Korlym only if they determine that it is preferable to other treatments, even if those treatments
are not approved for Cushing’s syndrome. Because Cushing’s syndrome is rare, most physicians are inexperienced diagnosing or caring for patients with
the illness and it can be hard to persuade them to identify appropriate patients and treat them with Korlym.

Many factors could limit our Korlym revenue, including:

the preference of some physicians for off-label treatments for Cushing’s syndrome, such as ketoconazole;

competition from non-medical treatments, such as surgery and radiation;

natural disasters or other catastrophes, such as the COVID-19 pandemic, that reduce the ability or willingness of physicians to see patients or of
patients to bear the risk of leaving their homes to seek medical care;

the introduction of competing treatments, including generic versions of Korlym;

lack of availability of government or private insurance, which may be exacerbated if (i) the U.S. Supreme Court strikes down the Affordable Care
Act, which greatly increased the number of Americans with health insurance or (ii) significant increases in unemployment cause patients to lose
employer-provided private health insurance and either shift to Medicaid, which reimburses Korlym at a significantly lower price, or become
uninsured, which would decrease our revenue and increase the burden on our financial assistance and free drug programs and on the independent
charities we support; and

negative publicity and political concerns about Korlym’s active ingredient, mifepristone, which is approved in another drug for the termination of
pregnancy

•

Failure to generate sufficient Korlym revenue could prevent us from fully funding our planned commercial and clinical activities and would likely

cause our stock price to decline.

The COVID-19 pandemic or other public health emergencies, natural disasters, terrorism or other catastrophes could disrupt our activities and
render our own or our vendors’ facilities and equipment inoperable or inaccessible and require us to curtail or cease operations.

COVID-19, a serious and sometimes fatal illness, has spread to every country in the world and throughout the United States. Many countries,
including most states of the United States, have reacted by instituting quarantines, “lockdowns” and other public health restrictions on leisure activities,
work and travel. In California, where our headquarters are located, and in the states where our clinical specialists and medical science liaisons live and
work, residents are subject to significant public health restrictions. Attempts by some states to lift these restrictions have led to a sharp increase in the
number of new COVID-19 infections, hospitalizations and deaths, which in turn has led to the reimposition of restrictions, as well as to voluntary
reductions in public activities by residents concerned for their health. Although many jurisdictions consider pharmaceutical companies as “essential
businesses” with wide freedom to operate, we have been managing our business primarily by video conference, teleconference and email. We rely on third-
party manufacturers, distributors (including the specialty pharmacy that dispenses Korlym), information technology and software service providers, law
and accounting firms, clinical research organizations and consultants who are subject to, or may become subject to, pandemic-related controls. If these third
parties cannot perform the services we require in a timely way and we cannot successfully implement replacements or workarounds, our business, results of
operations and financial condition could be harmed.

COVID-19 has made it more difficult to interact with physicians who treat patients with Cushing’s syndrome. Steps physicians have taken to reduce
the risk of COVID-19 infection in their practices include reducing the frequency of patient office visits and barring office visits by third parties, including
our clinical specialists and medical science liaisons. Pandemic-related closures of clinical laboratories and imaging centers, as well as the reluctance of
patients to leave the safety of their homes, has made it difficult for many physicians to identify patients who may benefit from Korlym, begin their
treatment, titrate to an optimum dose and maintain their regimen, which has reduced our revenue. If physicians do not prescribe Korlym to new patients or
have difficulty increasing a patient’s Korlym dose to its optimal level, or if patients already receiving Korlym discontinue treatment, our revenue will be
unlikely to grow and may decline further.

Other natural or man-made disasters could harm our business, operating results and financial condition. Our headquarters are in the San Francisco
Bay Area, which experiences earthquakes. Our specialty pharmacy, tablet manufacturers and warehouses are in areas subject to hurricanes and tornadoes.
Political considerations relating to mifepristone put us and our manufacturers at increased risk of protests and disruptive events. If a disaster were to occur,
we might not be able to operate our business. Our insurance, if available at all, would likely be insufficient to cover losses resulting from disasters or other
business interruptions.

If generic versions of Korlym are approved and successfully commercialized, our business, results of operations and financial position would be
adversely affected.

The marketing exclusivity provided by Korlym’s orphan drug designation expired in February 2019, which means other companies may now seek to
introduce generic equivalents of Korlym for the treatment of Cushing’s syndrome, provided they receive FDA approval and can show that they would not
infringe our applicable patents or that those patents are invalid or unenforceable. If our patents are successfully challenged and a generic version of Korlym
becomes available, our sales of Korlym tablets and their price could decline rapidly and significantly, which would reduce our revenue and materially harm
our results of operations and financial position. Competition from a generic version of Korlym may also cause our revenue to be materially less than the
public guidance we have provided, which would likely cause the price of our common stock to decline.

We have sued Teva and Sun in Federal District Court with respect to their proposed generic versions of Korlym. In addition, Teva has challenged the
validity of one of our patents in a proceeding before the Patent Trial and Appeals Board. Legal action to enforce or defend intellectual property rights is
complex, costly and involves significant commitments of management time. There can be no assurance of a successful outcome. Please see “Part I, Item 3,
Legal Proceedings.” Furthermore, the 30-month stay provided by the Hatch-Waxman Act expired on August 2, 2020, which means Teva now has final
approval from the FDA to market its generic version of Korlym and may choose to do so at any time, notwithstanding any ongoing litigation or
administrative disputes with us. Even if we prevail in our legal actions and Teva withdraws its product and pays us damages, the temporary availability of a
generic version of Korlym would materially harm our results of operations and financial condition.

On February 1, 2021, we received a Paragraph IV notice from Hikma stating that is seeking FDA approval to market a generic version of Korlym. It
is likely that other companies will do the same. While we will vigorously protect our intellectual property, there can be no assurance our efforts will be
successful.

Other companies offer or are attempting to develop different medications to treat patients with Cushing’s syndrome. The availability of competing
treatments could limit our revenue from Korlym.

Since 2012, a medication owned by the Italian pharmaceutical company Recordati-S.p.A., the somatostatin analogue Signifor (pasireotide)
Injection, has been marketed in both the United States and the EU for adult patients with Cushing’s disease (a subset of Cushing’s syndrome). On March 6,
2020, the FDA granted Recordati approval to market another cortisol synthesis inhibitor, Isturisa® (osilodrostat) tablets, to treat patients with Cushing’s
disease. Osilodrostat is approved in the EU for the treatment of patients with Cushing’s syndrome. Osilodrostat has been designated an orphan drug in both
the EU and the United States.

Strongbridge Biopharma plc (“Strongbridge”) has received orphan drug designation in the United States and the EU for the use of the cortisol
synthesis inhibitor levoketoconazole to treat patients with Cushing’s syndrome. Levoketoconazole is an enantiomer of the generic anti-fungal medication,
ketoconazole, that is prescribed off-label to treat patients with Cushing’s syndrome. Strongbridge has completed two Phase 3 trials, which met their primary
endpoints of reducing cortisol synthesis, and expects to submit a new drug application (“NDA”) to the FDA in the first quarter of 2021.

If we cannot continue to obtain acceptable prices or adequate insurance coverage and reimbursement for Korlym, we will be unable to generate
significant revenues.

The commercial success of Korlym depends on the availability of adequate insurance coverage and reimbursement. Government payers, including
Medicare, Medicaid and the Veterans Administration, as well as private insurers and health maintenance organizations, are increasingly attempting to
contain healthcare costs by limiting reimbursement for medicines. If government or private payers cease to provide adequate and timely coverage and
reimbursement for Korlym, physicians may not prescribe the medication and patients may not purchase it, even if it is prescribed. In addition, delays in
coverage for individual patients may reduce our revenues.

The COVID-19 pandemic has caused a global economic contraction that may last a long time. Significant increases in unemployment stemming
from the pandemic may cause some patients to lose their employer-sponsored insurance and may increase patient reliance on Medicaid (which pays
significantly less for Korlym) and our financial assistance and free drug

programs and on the independent charities we support. There may also be delays in coverage as patients secure authorization for Korlym treatment from a
new insurer. If the pandemic causes any of these effects, our revenue would decline and our charitable donation expense would increase.

In many foreign markets, drug prices and the profitability of prescription medications are subject to government control. In the United States, we
expect that there will continue to be federal and state proposals for similar controls. Also, the trends toward managed health care in the United States and
recent laws and legislation intended to increase the public visibility of drug prices and reduce the cost of government and private insurance programs could
significantly influence the purchase of health care services and products and may result in lower prices for Korlym.

In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. The Patient Protection and
Affordable Care Act, or ACA, which was passed in 2010, substantially changed the way health care is financed by both governmental and private insurers.
The ACA, among other things, expanded Medicaid program eligibility and access to commercial health insurance coverage, increased the minimum
Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program and extended the rebate program to individuals enrolled in Medicaid
managed care organizations, established annual fees and taxes on manufacturers of certain branded prescription drugs, and promoted a new Medicare Part
D coverage gap discount program. The ACA also appropriated funding to comparative clinical effectiveness research, although it remains unclear how the
research will affect Medicare coverage and reimbursement or how new information will influence other third-party payer policies.

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there will be additional
challenges and amendments to the ACA in the future. For example, the Tax Cuts and Jobs Acts (the “Tax Act”) was enacted, which, among other things,
removed penalties for not complying with the individual mandate to carry health insurance. On December 14, 2018, a U.S. District Court Judge in the
Northern District of Texas, ruled that the individual mandate is a critical and inseverable feature of the ACA, and therefore, because it was repealed as part
of the Tax Act, the remaining provisions of the ACA are invalid as well. On December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the
District Court’s decision that the individual mandate was unconstitutional but remanded the case back to the District Court to determine whether the
remaining provisions of the Affordable Care Act are invalid as well. On March 2, 2020, the U.S. Supreme Court granted the petitions for writs of certiorari
to review the case, although it is unclear when the decision will be made or how these decisions, subsequent appeals, if any, and the Supreme Court will
rule. In addition, there may be other efforts to challenge, replace or repeal the ACA that may affect the law or our business. Any new limitations on,
changes to, or uncertainty with respect to the ability of individuals to enroll in governmental reimbursement programs or other third-party payer insurance
plans could reduce Korlym sales, which in turn could affect our ability to successfully develop and commercialize new products.

Other legislative and regulatory changes have been proposed and adopted in the United States since the ACA was enacted. These changes included
an aggregate reduction in Medicare payments to providers of 2 percent per fiscal year, which went into effect on April 1, 2013 and will remain in effect
through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2021, unless additional Congressional action is taken. In
addition, the American Taxpayer Relief Act of 2012, which further reduced Medicare payments to several providers, including hospitals, imaging centers
and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five
years. Moreover, the federal government and the individual states in the United States have become increasingly active in developing proposals, passing
legislation and implementing regulations designed to control drug pricing, including price or patient reimbursement constraints, discounts, formulary
flexibility, marketing cost disclosure and transparency measures.

These new laws and the regulations and policies implementing them, as well as other healthcare-related measures that may be adopted in the future,

could materially reduce our ability to develop and commercialize our product candidates.

The unfavorable public perception of mifepristone may limit our ability to sell Korlym.

The active ingredient in Korlym, mifepristone, is approved by the FDA in another drug for the termination of early pregnancy. As a result,
mifepristone is the subject of considerable debate in the United States and elsewhere. Public perception of mifepristone may limit the acceptance of Korlym
by patients and physicians. Even though we have taken measures to minimize the chance that Korlym will accidentally be prescribed to a pregnant woman,
physicians may choose not to prescribe Korlym to a woman simply to avoid the risk of terminating a pregnancy.

We depend on vendors to manufacture Korlym’s active ingredient, form it into tablets, package it and dispense it to patients. We also depend on
vendors to manufacture the API and capsules or tablets for our product candidates. If our suppliers become unable or unwilling to perform these
functions and we cannot transfer these activities to replacement vendors in a timely manner, our business will be harmed.

A single third-party manufacturer, PCAS, supplies the API in Korlym. Two other third-party manufacturers produce and bottle Korlym tablets. Our
agreement with PCAS automatically renews for two one-year terms, unless either party provides 12-months’ written notice of its intent not to renew. A
single specialty pharmacy, Optime Care, Inc. (“Optime”) dispenses Korlym directly to patients and collects payments from insurers representing
approximately 99 percent of our revenue. If Optime does not adhere to its agreements with payers, it may not be able to collect some or all of the payments
due to us. Our agreement with Optime has a five-year term and renews upon the written consent of both parties, subject to customary termination
provisions, including the right of Optime to terminate in the event of a material breach by us that we do not cure in a reasonable period of time after
receiving written notice. In addition, we may terminate the agreement for convenience. In the event any of these vendors fails to perform its contractual
obligations to us or is materially impaired in its performance by the COVID-19 pandemic or for any other reason, we may experience disruptions and
delays in our supply chain and our ability to deliver Korlym to patients, which would adversely affect our business, results of operations and financial
position.

The facilities used by our vendors to manufacture and package the API and drug product for Korlym and our product candidates must be approved
by the FDA and, in some cases, the European Medicines Agency (“EMA”). We do not control the activities of these vendors, including whether they
maintain adequate quality control and hire qualified personnel. We are dependent on them for compliance with the regulatory requirements known as
current good manufacturing practices (“cGMPs”). If our vendors cannot manufacture material that conforms to our specifications and the strict
requirements of the FDA or others, they will not be able to maintain regulatory authorizations for their facilities and we could be prohibited from using the
API or drug product they have provided. If the FDA, EMA or other regulatory authorities withdraw regulatory authorizations of these facilities, we may
need to find alternative vendors or facilities, which would be time-consuming, complex and expensive and could significantly hamper our ability to
develop, obtain regulatory approval for and market our products. Sanctions could be imposed on us, including fines, injunctions, civil penalties, refusal of
regulators to approve our product candidates, delays, suspensions or withdrawals of approvals, seizures or recalls of products, operating restrictions and
criminal prosecutions, any of which could harm our business.

We may not have adequate insurance to cover our exposure to product liability claims.

We may be subject to product liability or other claims based on allegations that Korlym or one of our product candidates has harmed a patient. Such
a claim may damage our reputation by raising questions about Korlym or our product candidates’ safety and could prevent or interfere with product
development or commercialization. Less common adverse effects of a pharmaceutical product are sometimes not known until long after the product is
approved for marketing. Because the active ingredient in Korlym is used to terminate pregnancy, clinicians using Korlym in clinical trials and physicians
prescribing the medicine to women must take strict precautions to ensure that it is not administered to pregnant women. Failure to observe these
precautions could result in significant product liability claims.

Our insurance may not fully cover our potential product liabilities. Inability to obtain adequate insurance coverage could inhibit development of our

product candidates or result in significant uninsured liability. Defending a lawsuit could be costly and divert management from productive activities.

If we are unable to maintain regulatory approval of Korlym for the treatment of patients with Cushing’s syndrome or if we fail to comply with
other requirements, we will be unable to generate revenue and may be subject to penalties.

We are subject to oversight by the FDA and other regulatory authorities in the United States and elsewhere with respect to our research, testing,
manufacturing, labeling, distribution, adverse event reporting, storage, advertising, promotion, recordkeeping and sales and marketing activities. These
requirements include submissions of safety information, annual updates on manufacturing activities and continued compliance with FDA regulations,
including cGMPs, good laboratory practices and good clinical practices (“GCP”). The FDA enforces these regulations through inspections of us and the
laboratories, manufacturers and clinical sites we use. Foreign regulatory authorities have comparable requirements and enforcement mechanisms.
Discovery of previously unknown problems with a product or product candidate, such as adverse events of unanticipated severity or frequency or
deficiencies in manufacturing processes or management, as well as failure to comply with FDA or other U.S. or foreign regulatory requirements, may
subject us to substantial civil and criminal penalties, injunctions, holds on clinical trials, product seizure, refusal to permit the import or export of products,
restrictions on product marketing, withdrawal of the product from the market, product recalls, total or partial suspension of production, refusal to approve
pending NDAs or supplemental NDAs, and suspension or revocation of product approvals.

We may be subject to civil or criminal penalties if our marketing of Korlym violates FDA regulations or health care fraud and abuse laws.

We are subject to FDA regulations governing the promotion and sale of medications. Although physicians are permitted to prescribe drugs for any
indication they choose, manufacturers may only promote products for their FDA-approved use. All other uses are referred to as “off-label.” In the United
States, we market Korlym to treat hyperglycemia secondary to hypercortisolism in adult patients with endogenous Cushing’s syndrome who have type 2
diabetes mellitus or glucose intolerance and for whom surgery has failed or is not an option. We provide promotional materials and training programs to
physicians covering the use of Korlym for this indication. The FDA may change its policies or enact new regulations at any time that restrict our ability to
promote our products.

If the FDA were to determine that we engaged in off-label promotion, the FDA could require us to change our practices and subject us to regulatory
enforcement actions, including issuance of a public “warning letter,” injunction, seizure, civil fine or criminal penalties. Other federal or state enforcement
authorities might act if they believe that the alleged improper promotion led to the submission and payment of claims for an unapproved use, which could
result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. Even if it is determined that
we are not in violation of these laws, we may receive negative publicity, incur significant expenses and be forced to devote management time to defending
our position.

In addition to laws restricting off-label promotion, we are also subject to federal and state healthcare fraud and abuse laws and regulations designed
to prevent fraud, kickbacks, self-dealing, and other abusive practices. The U.S. healthcare laws and regulations that may affect our ability to operate
include, but are not limited to:

•

the federal Anti-Kickback Statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying
remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation
of, any good or service for which payment may be made under federal health care programs such as Medicare and Medicaid. A person or entity
does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

federal false claims laws, including, without limitation, the False Claims Act, which prohibit any person from knowingly presenting, or causing to
be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to get a false
claim paid. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback
Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. Pharmaceutical companies have been prosecuted under these
laws for a variety of promotional and marketing activities, such as allegedly providing free product to or entering into “sham” consulting
arrangements with customers to induce such customers to purchase, order or recommend the company’s products in violation of the Anti-
Kickback Statute and federal false claims laws and regulations; reporting to pricing services inflated average wholesale prices that were then used
by certain governmental programs to set reimbursement rates; engaging in the promotion of “off-label” uses that caused customers to submit
claims to and obtain reimbursement from governmental payers for non-covered “off-label” uses; and submitting inflated best price information to
the Medicaid Drug Rebate Program; the government may assert that a claim including items and services resulting from a violation of the federal
Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

the federal Civil Monetary Penalties law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare
beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable
by the government from a particular provider or supplier;

the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created federal criminal laws that prohibit executing a
scheme to defraud any health care benefit program or making false statements relating to health care matters; similar to the federal Anti-Kickback
Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a
violation;

federal “sunshine” laws, including the federal Physician Payment Sunshine Act, that require transparency regarding financial arrangements with
health care providers, such as the reporting and disclosure requirements imposed by the ACA on drug manufacturers regarding any “transfer of
value” made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain health care
professionals beginning in 2022, teaching hospitals, and ownership or investment interests held by physicians and their immediate family
members. Manufacturers are required to submit reports detailing these financial arrangements by the 90th day of each calendar year;

•

federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm
consumers; and

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services
reimbursed by any third-party payer, including commercial insurers; state laws that require pharmaceutical companies to comply with the
pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or
otherwise restrict payments that may be made to healthcare providers; and state laws that require drug manufacturers to report information related
to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information.

The risk of being found in violation of these laws and regulations is increased by the fact that many of them have not been definitively interpreted by
regulatory authorities or the courts and their provisions are open to a variety of interpretations. Because of the breadth of these laws and the narrowness of
the statutory exceptions and safe harbors available under them, it is possible that some of our business activities, including our relationships with
physicians and other healthcare providers (some of whom recommend, purchase and/or prescribe our products) and the manner in which we promote our
products, could be subject to challenge. We are also exposed to the risk that our employees, independent contractors, principal investigators, consultants,
vendors, distributors, and contract research organizations (“CROs”) may engage in fraudulent or other illegal activity. Although we have policies and
procedures prohibiting such activity, it is not always possible to identify and deter misconduct and the precautions we take may not be effective in
controlling unknown risks or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with
applicable laws and regulations.

If we violate any of the laws described above or any other government regulations, we may be subject to civil and criminal penalties, damages, fines,
exclusion from governmental health care programs, a corporate integrity agreement or other agreement to resolve allegations of non-compliance, individual
imprisonment, and the curtailment or restructuring of our operations, any of which could adversely affect our financial results and ability to operate.

Risks Related to our Research and Development Activities

Clinical development is expensive, lengthy and often unsuccessful. Data from clinical trials are susceptible to varying interpretations, which could
delay, limit or prevent regulatory approval. The results from early clinical trials are often not predictive of results in later clinical trials. Product candidates
may fail to show the desired safety and efficacy traits despite having produced positive results in preclinical studies and initial clinical trials. Many
companies have suffered significant setbacks in late-stage clinical trials due to lack of efficacy or unanticipated or unexpectedly severe adverse events.

Our current clinical trials may prove inadequate to support marketing approvals. Even trials that generate positive results may have to be confirmed

in much larger, more expensive and lengthier trials before we could realistically seek regulatory approval of a product candidate.

Clinical trials may be delayed by many factors, including:

slow patient enrollment or delayed activation of clinical trial sites due to the COVID-19 pandemic or other factors;

delays obtaining regulatory permission to start a trial, changes to the size or design of a trial or changes in regulatory requirements for a trial
already underway;

inability to secure acceptable terms with vendors and an appropriate number of clinical trial sites;

delays or inability to obtain institutional review board (“IRB”) approval at prospective trial sites;

failure of patients or investigators to comply with the clinical trial protocol;

unforeseen safety issues; and

negative findings of inspections of clinical sites or manufacturing operations by us, the FDA or other authorities.

•

A trial may also be suspended or terminated by us, the trial’s data safety monitoring board, the IRBs governing the sites where the trial is being

conducted or the FDA for many reasons, including failure to comply with regulatory requirements or

clinical protocols, negative findings in an inspection of our clinical trial operations or trial sites by the FDA or other authorities, unforeseen safety issues,
failure to demonstrate a benefit or changes in government regulations. Disruptions caused by the COVID-19 pandemic increase the likelihood of delays in
initiating or completing our planned and ongoing clinical trials. Please see the risk factor, “The COVID-19 pandemic has made conducting our clinical
development programs more difficult.”

During the development of a product candidate, we may decide, or the FDA or other regulatory authorities may require us, to conduct more pre-
clinical or clinical studies or to change the size or design of a trial already underway, which could delay or prevent the completion of development and
increase its cost. Even if we conduct all of the clinical trials and supportive studies that we consider appropriate and the results are positive, we may not
receive regulatory approval.

The COVID-19 pandemic has made initiating and advancing our clinical development programs more difficult.

We conduct clinical trials at sites in the United States, Canada, Europe and Israel. In all of these places, authorities have imposed significant public
health restrictions of varying degrees of severity which are likely to persist until a COVID-19 vaccine or effective treatment is widely available. In
addition, physicians, patients and medical institutions have changed their behavior in an attempt to reduce the risk of infection that makes clinical trials
more expensive, time-consuming and risky to initiate and conduct.

Some of the sites where we are conducting clinical trials have stopped enrolling new patients or reduced the frequency with which enrolled patients
see their physicians. Some clinical sites have temporarily stopped initiating new trials. Many patients are reluctant to participate in procedures required by
our clinical trial protocols because they fear infection. In general, COVID-19 has slowed the pace of our clinical trials, including our studies in Cushing’s
syndrome, AIWG and NASH. Studies of diseases perceived to be acutely life-threatening, such as advanced solid tumors, have been experienced less delay
and disruption.

If COVID-19 remains prevalent, we may experience additional disruptions, which could have a material adverse impact on our clinical trial plans

and timelines, including:

•

delays in enrolling patients in our clinical trials;

delays in clinical site initiation, including difficulties in recruiting clinical investigators and staff;

delays in receiving authorizations from local regulatory authorities and internal review boards to initiate clinical trials or amend existing protocols;

delays in clinical sites receiving necessary supplies and materials due to interruptions in local and global shipping;

changes in local regulations that require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs or
cause us to suspend or discontinue a trial in the affected jurisdiction;

diversion of healthcare resources, including facilities, supplies and staff, away from the conduct of clinical trials;

interruption of key clinical trial activities, such as clinical trial site monitoring, patient visits and follow-up, study procedures and data collection,
that could affect the integrity of clinical trial data, due to limitations on travel;

the infection of patients enrolled in our clinical trials with COVID-19, which could affect the results of the clinical trial, including by increasing
the number of observed adverse events or by causing patients to drop out of the study;

patient discontinuations due to fear of infection with COVID-19;

interruptions or delays in preclinical studies due to restricted or limited operations at laboratory facilities;

delays in necessary interactions with local regulators, ethics committees and other third parties and contractors due to limitations in employee
resources or the furlough of government employees;

limitations caused by the sickness of our employees or their families or the desire of employees to avoid contact with large groups of people; and

the possible refusal of the FDA or other regulatory authorities to accept data from clinical trials in affected geographies.

The extent to which the COVID-19 pandemic affects our business, preclinical studies and clinical trials will depend on future developments, which

are highly uncertain and cannot be predicted with confidence.

Vendors manufacture and distribute the drug product we use in our trials, conduct and manage some of our clinical trials and perform data
collection and analysis. Failure of these vendors to perform their duties or meet expected timelines may prevent or delay approval of our product
candidates.

Third-party clinical investigators and clinical sites enroll patients and CROs manage many of our trials and perform data collection and analysis.
Although we control only certain aspects of these third-parties’ activities, we are responsible for ensuring that every study adheres to its protocol and meets
regulatory and scientific standards. If any of our vendors does not perform its duties or meet expected deadlines or fails to adhere to applicable GCP, or if
the quality or accuracy of the data it produces is compromised, affected clinical trials may be extended, delayed or terminated and we may be unable to
obtain approval for our product candidates. Failure of our manufacturing vendors to perform their duties or comply with cGMPs may require us to recall
drug product or repeat clinical trials, which would delay regulatory approval. If our agreements with any of these vendors terminate, we may not be able to
enter into alternative arrangements in a timely manner or on reasonable terms.

Our ability to physically inspect our vendors and clinical sites has been limited by the COVID-19 pandemic and associated public health restrictions,

which increases the risk that failures to meet applicable requirements will go undetected.

Obtaining regulatory approval of product candidates in foreign jurisdictions would be costly and difficult. Failure to obtain such approvals would
prevent us from commercializing our product candidates outside the United States.

We may seek to commercialize our products in international markets, which would require us to receive a marketing authorization and, in many
cases, pricing approval, from the appropriate regulatory authorities. These approval processes include all of the risks associated with the FDA’s approval
process and, in some cases, more. Approval procedures vary between countries and can require additional pre-clinical or clinical studies. Obtaining
approval may take longer than it does in the United States. Although approval by the FDA does not ensure approval by regulatory authorities in other
countries, and approval by one foreign regulatory authority does not ensure approval by others, failure or delay in obtaining regulatory approval in one
country may have a negative effect on the regulatory process in others.

Our products and product candidates may cause undesirable side effects that halt their clinical development, prevent their regulatory approval,
limit their commercial potential or cause us significant liability.

Patients in clinical trials report changes in their health, including new illnesses, injuries, and discomforts, to their study doctor. Often, it is not
possible to determine whether or not these conditions were caused by the drug candidate being studied or something else. As we test our product candidates
in larger, longer and more extensive clinical trials, or as use of them becomes more widespread if we receive regulatory approval, patients may report
serious adverse events that did not occur or went undetected in previous trials. Many times, serious side effects are only detected in large-scale, Phase 3
clinical trials or following commercial approval.

Adverse events reported in clinical trials can slow or stop patient recruitment, prevent enrolled patients from completing a trial and could give rise to
liability claims. Regulatory authorities could respond to reported adverse events by interrupting or halting our clinical trials or limiting the scope of,
delaying or denying marketing approval. If we elect, or are required by authorities, to delay, suspend or terminate any clinical trial or commercialization
efforts, the commercial prospects of such product candidates or products may be harmed, and our ability to generate product revenues from them may be
delayed or eliminated.

If one of our product candidates receives marketing approval, and we or others later identify undesirable side effects or adverse events, potentially

significant negative consequences could result, including but not limited to:

•

regulatory authorities may suspend, limit or withdraw approvals of such product;

regulatory authorities may require additional warnings on the label, including “boxed” warnings, or issue safety alerts and other safety information
about the product;

• we may be required to change the way the product is administered or conduct additional studies or clinical trials;

• we may be required to create a Risk Evaluation and Mitigation Strategy (REMS), which could include a medication guide outlining the risks of

such side effects for distribution to patients, a communication plan for healthcare providers and/or other elements to assure safe use;

•

the product may become less competitive;

• we may be subject to fines, injunctions or the imposition of criminal penalties; and

• we could be sued and held liable for harm caused to patients;

Any of these events could seriously harm our business.

We need to increase the size of our organization and may experience difficulties in managing growth.

Our commercial and research and development efforts are constrained by our limited administrative, operational and management resources. To
date, we have relied on a small management team. Growth will impose significant added responsibilities on members of management, including the need to
recruit and retain additional employees. Our financial performance and ability to compete will depend on our ability to manage growth effectively. To that
end, we must:

• manage our sales and marketing efforts, clinical trials, research and manufacturing activities effectively;

•

hire more management, clinical development, administrative and sales and marketing personnel; and

continue to develop our administrative systems and controls.

Failure to accomplish any of these tasks, which will be more difficult during the COVID-19 pandemic, could harm our business.

If we lose key personnel or are unable to attract more skilled personnel, we may be unable to pursue our product development and
commercialization goals.

Our ability to operate successfully and manage growth depends upon hiring and retaining skilled managerial, scientific, sales, marketing, and
financial personnel. The job market for qualified personnel is intensely competitive. We depend on the principal members of our management and scientific
staff. Any officer or employee may terminate his or her relationship with us at any time and work for a competitor. We do not have employment insurance
covering any of our personnel. The loss of key individuals could delay our research, development and commercialization efforts.

Risks Related to our Capital Needs and Financial Results

We may need additional capital to fund our operations or for strategic reasons. Such capital may not be available on acceptable terms or at all.

We are dependent on revenue from the sale of Korlym and our cash reserves to fund our commercial operations and development programs. If
Korlym revenue declines significantly, we may need to curtail our operations or raise funds to support our plans. We may also choose to raise funds for
strategic reasons. We cannot be certain funding will be available on acceptable terms or at all. The COVID-19 pandemic has increased volatility and may
reduce liquidity in the equity markets, which would make raising additional capital more difficult and expensive. Equity financing would cause dilution,
debt financing may involve restrictive covenants. Neither type of financing may be available to us on attractive terms or at all. If we obtain funds through
collaborations with other companies, we may have to relinquish rights to one or more of our product candidates. If our revenue declines and our cash
reserves are depleted, and if adequate funds are not available from other sources, we may have to delay, reduce the scope of, or eliminate one or more of
our development programs.

If we are unable to obtain or maintain orphan designation for our product candidates our financial results may be negatively affected.

In the United States and the EU, orphan drug designation confers financial incentives such as opportunities for grant funding towards clinical trial
costs, tax advantages, and reduction of fees or fee waivers. Although we have received orphan drug designation for relacorilant for the treatment of patients
with Cushing’s syndrome and patients with pancreatic cancer in both the United States and EU, we may be unable to maintain these designations or to
obtain designations for our other product candidates, which may negatively affect our financial results.

Risks Relating to Our Intellectual Property

Patents are uncertain, involve complex legal and factual questions and are frequently the subject of litigation. The patents issued or licensed to us
may be challenged at any time. Competitors may take actions we believe infringe our intellectual property, causing us to take legal action to defend our
rights. Intellectual property litigation is lengthy, expensive and requires significant management attention. Outcomes are uncertain. If we do not protect our
intellectual property, competitors may erode our competitive advantage. Please see “Part I, Item 3, Legal Proceedings.”

Our patent applications may not result in issued patents and patents issued to us may be challenged, invalidated, held unenforceable or circumvented.
Our patents may not prevent third parties from producing competing products. The foreign countries where we may someday operate may not protect our
intellectual property to the extent the laws of the United States do. If we fail to obtain adequate patent protection in other countries, others may produce
products in those countries based on our technology.

Third parties may allege that our patents infringe their rights. Defending against such allegations may result in costly litigation and may require
us to obtain a license or bar us from commercializing our product candidates or Korlym for a new indication.

Our development and commercialization of Korlym or our selective cortisol modulators may give rise to claims that our patents or the patents we
have licensed infringe the rights of others, which may require us to engage in costly, time-consuming and possibly unsuccessful litigation. If it is
determined that one of our products or product candidates infringe others’ patent rights, we may have to obtain licenses to those rights or delay or suspend
commercial activity while we attempt to design around the infringed patent. If our efforts fail, we may be unable to commercialize the infringing product or
product candidate. We do not have liability insurance for patent infringement.

We do not believe that we infringe any patents or other proprietary rights. We are not obligated to pay royalties relating to the use of intellectual
property except to the University of Chicago. To maintain our licenses from the University of Chicago, we must make milestone and royalty payments. If
we do not comply with our obligations under these licenses, we may lose the right to commercialize cortisol modulators, including mifepristone, for the
treatment of TNBC and CRPC.

Our patents concerning mifepristone cover its use, not its composition, which may make it harder to prevent patent infringement.

We own or have exclusively licensed issued U.S. patents covering the use of cortisol modulators, including mifepristone, to treat a variety of
disorders. A method of use patent covers only a particular use of a compound, not its composition. Because our patents do not cover the composition of
mifepristone, we cannot prevent others from commercializing mifepristone to treat disorders not covered by our method of use patents. The availability of
mifepristone for these disorders may enable patients to obtain mifepristone from other companies for indications covered by our patents. Although such
“off-label” use would violate our patents, effectively monitoring compliance and enforcing our rights may be difficult and costly. Mifepristone is sold in the
United States by Danco Laboratories for the termination of pregnancy. We cannot be certain that patients with Cushing’s syndrome will not be able to
obtain mifepristone from Danco or another company, should that company receive approval to market mifepristone for any indication.

Risks Related to Our Stock

The price of our common stock fluctuates widely and is likely to continue to do so. Opportunities for the sale of shares at any particular time may
be limited.

We cannot assure investors that a liquid trading market for our common stock will exist at any particular time. As a result, holders of our common
stock may not be able to sell shares quickly or at the current market price. During the 52-week period ended February 17, 2021, our average daily trading
volume was approximately 1,466,131 shares and the intra-day sales prices per share of our common stock on The Nasdaq Stock Market ranged from $9.70
to $31.18. As of February 17, 2021, our officers, directors and principal stockholders beneficially owned approximately 16 percent of our common stock.

Our stock price can experience extreme price and volume fluctuations that are unrelated or disproportionate to our operating performance or
prospects. Securities class action lawsuits are often instituted against companies following periods of stock market volatility. Such litigation is costly and
diverts management’s attention from productive efforts.

Factors that may cause the price of our common stock to fluctuate rapidly and widely include:

changes in the expected or actual timing of our competitors’ potential development programs, including developments in ANDA litigation and
proceedings before the PTAB and the announcement of ANDA filings seeking approval for generic versions of Korlym;

general market and economic conditions, including the economic, social and emotional costs and dislocations arising from the COVID-19
pandemic;

actual or anticipated variations in our operating results or changes to any public guidance we have provided;

actual or anticipated timing and results of our clinical trials;

•

disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our
technologies;

short selling of our common stock, the publication of speculative opinions about our business or other market manipulation activities by third
parties that are intended to lower our stock price or increase its volatility;

changes in estimates or recommendations by securities analysts or the failure of our performance to meet the published expectations of those
analysts or any public guidance we have provided;

actual or anticipated regulatory approvals of our product candidates or of competing products;

purchases or sales of our common stock by our officers, directors or stockholders;

changes in laws or regulations applicable to our product candidates or our competitors’ products;

technological innovations by us, our collaborators or our competitors;

changes in the trading volume of our common stock;

conditions in the pharmaceutical industry, including the market valuations of companies similar to Corcept;

additions or departures of key personnel;

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

additional financing activities; and

our cash and short-term investment position.

Our stock price may decline if our financial performance does not meet the guidance we have provided to the public, estimates published by
research analysts or other investor expectations.

The guidance we provide as to our expected 2021 revenue is only an estimate of what we believe is realizable at the time we give such guidance. It
is difficult to predict our revenue and our actual results may vary materially from our guidance. The effect on our business of the COVID-19 pandemic is
difficult to estimate. In addition, the rate of physician adoption of Korlym and the actions of government and private payers is uncertain. We may
experience competition from generic versions of Korlym, which our public revenue guidance does not anticipate. We may not meet our financial guidance
or other investor expectations for other reasons, including those arising from the risks and uncertainties described in this report and in our other public
filings and public statements. Research analysts publish estimates of our future revenue and earnings based on their own analysis. The revenue guidance we
provide may be one factor they consider when determining their estimates.

General Risk Factors

We are subject to government regulation and other legal obligations relating to privacy and data protection. Compliance with these requirements
is complex and costly. Failure to comply could materially harm our business.

We and our partners are subject to federal, state and foreign laws and regulations concerning data privacy and security, including HIPAA and the EU
General Data Protection Regulation, or the GDPR. These and other regulatory frameworks are evolving rapidly as new rules are enacted and existing ones
updated and made more stringent.

In the United States, numerous federal and state laws and regulations, including state data breach notification laws, state health information privacy,
laws, and federal and state consumer protection laws and regulations (e.g., Section 5 of the FTC Act), that govern the collection, use, disclosure, and
protection of health-related and other personal information could apply to our operations or the operations of our partners. In addition, we may obtain
health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy and security
requirements under HIPAA. Depending on the facts and circumstances, we could be subject to criminal penalties if we knowingly obtain, use, or disclose
individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.

Even when HIPAA does not apply, according to the Federal Trade Commission or the FTC, violating consumers’ privacy or failing to take
appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section
5(a) of the Federal Trade Commission Act. The FTC expects a

company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and
complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is
considered sensitive data that merits stronger safeguards.

In addition, certain state laws govern the privacy and security of health information in certain circumstances, some of which are more stringent than
HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to
comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. For example, the
California Confidentiality of Medical Information Act imposes restrictive requirements regulating the use and disclosure of health information and other
personally identifiable information. Further, on June 28, 2018, California enacted the California Consumer Privacy Act, or the CCPA, which took effect on
January 1, 2020. The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entities
handling certain personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is
expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability. Similar laws have been proposed at the
federal level and in other states.

The GDPR went into effect in 2018 and has become binding against all EEA member states. It imposes stringent requirements for controllers and
processors of personal data, particularly with respect to clinical trials. The GDPR provides that EEA member states may make their own further laws and
regulations limiting the processing of health data, which could limit our ability to use and share personal data or could cause our costs to increase and harm
our business and financial condition. In addition, the GDPR increases the scrutiny that clinical trial sites located in the EEA should apply to transfers of
personal data from such sites to countries that are considered to lack an adequate level of data protection, such as the United States. Recent legal
developments have also created complexity and compliance uncertainty regarding certain transfers of information from the EEA to the United States. For
example, on June 16, 2020, the Court of Justice of the European Union (“CJEU”) declared the EU-U.S. Privacy Shield framework to be invalid. As a
result, Privacy Shield is no longer a valid mechanism for transferring personal data from the EU to the United States. Moreover, it is uncertain whether the
standard contractual clauses will also be invalidated by the European courts or legislature. The GDPR imposes substantial fines for breaches of data
protection requirements, which can be up to four percent of global revenue for the preceding financial year or €20 million, whichever is greater, and it also
confers a private right of action on data subjects for breaches of data protection requirements. Compliance with European data protection laws is a rigorous
and time intensive process that may increase our cost of doing business, and despite those efforts, there is a risk that we may be subject to fines and
penalties, litigation and reputational harm in connection with our European activities. Additionally, following the United Kingdom’s withdrawal from the
EU, we have to comply with the GDPR and separately the GDPR as implemented in the United Kingdom, each regime having the ability to fine up to the
greater of €20 million/ £17.5 million or 4% of global turnover. The relationship between the United Kingdom and the EU in relation to certain aspects of
data protection law remains unclear, for example around how data can lawfully be transferred between each jurisdiction, which exposes us to further
compliance risk.

Complying with U.S. and foreign privacy and security laws and regulations is complex and costly. Failure to comply by us or our vendors could

subject us to litigation, government enforcement actions and substantial penalties and fines, which could harm our business.

We rely heavily on information technology systems to conduct our business. A breakdown or breach of these systems or our failure to protect
confidential information concerning our business, patients or employees could interrupt the operation of our business and subject us to liability.

We store valuable confidential information relating to our business, patients and employees on our computer networks and on the networks of our
vendors. In addition, we rely heavily on internet technology, including video conference, teleconference and file-sharing services, to conduct business
during the COVID-19 pandemic. Despite the implementation of security measures, our networks and the networks of our vendors are subject to the risk of
cyberattacks, “phishing” attacks, computer hackers, service provider or vendor error, or malfeasance or other intentional or unintentional acts by third
parties and bad actors, including vendors, computer viruses, unauthorized access, natural disasters, terrorism, war and internet and electrical failures. They
may also be manipulated by criminals seeking to commit fraud or theft.

COVID-19 may increase our cybersecurity risks, due to our reliance on internet technology and the number of our employees that are working
remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. In addition, system failures could cause the loss, theft,
exposure, or unauthorized access or use of valuable clinical trial data as a result of accidents, errors or malfeasance by our employees, independent
contractors or others working with us or on our behalf or otherwise disrupt our clinical and commercial activities and be expensive and time-consuming to
remedy. Our servers and systems, and those of our vendors, may be vulnerable to computer malware, break-ins, denial-of-service attacks, and similar

disruptions from unauthorized tampering with our computer systems, which could result in someone obtaining unauthorized access to our confidential
information, including our clinical data, or the confidential information of our patients or employees.

The computer systems of the CRO that managed one of our early-stage clinical trials was breached and confidential information, including
information about some of the patients who participated in our trial, was exposed. Under applicable law, this breach is the responsibility of the CRO, which
has notified the affected patients and is cooperating closely with regulatory and law enforcement authorities. We do not expect this breach to have any
impact on our development programs or financial performance.

We have experienced “phishing” attacks and other unauthorized access to certain data and information. There is no assurance that our cybersecurity
systems and processes will be effective in preventing unauthorized access in the future. Furthermore, because the techniques used to obtain unauthorized
access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these
techniques or implement adequate preventative measures. We may also experience security breaches that remain undetected for an extended period.

Disruptions or security breaches that result in the disclosure of confidential or proprietary information could cause us to incur liability and delay or
otherwise harm our research, development and commercialization efforts. We may be liable for losses suffered by patients or employees or other
individuals whose confidential information is stolen as a result of a breach of the security of the systems that we or third parties and our vendors store this
information on, and any such liability could be material. Even if we are not liable for such losses, any breach of these systems could expose us to material
costs in notifying affected individuals, as well as regulatory fines or penalties. In addition, any breach of these systems could disrupt our normal business
operations and expose us to reputational damage and harm our business, operating results and financial condition. Any insurance we maintain against the
risk of this type of loss may not be sufficient to cover actual losses, or may not apply to the circumstances relating to any particular loss.

We are dependent on the continued functioning of the FDA and other federal instrumentalities. Inadequate funding of these instrumentalities,
their partial or complete closure, their diversion of resources to work on pandemic-related issues, or their inability to hire and retain talented
professionals could materially harm our business.

The government’s ability to carry out its mandated functions is affected by a variety of factors, including adequate government funding, the ability to
hire and retain key personnel, statutory, regulatory and policy changes, possible diversion of resources and limited operating capacity and diversion of
resources caused by the COVID-19 pandemic or other events that may reduce the government’s ability to perform routine functions. Disruptions at the
FDA and other agencies may slow the time to review new drug applications and respond to other inquiries. Disruptions at the Securities and Exchange
Commission (“SEC”) may temporarily stop its ability to review and approve proposed financing transactions. Several times in the last few years, including
for 35 days beginning on December 22, 2018, the U.S. government has shut down and many regulatory agencies, including the FDA and SEC, have had to
furlough employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impair the FDA, SEC and other
authorities’ ability to process our submissions, which could materially harm our business.

Separately, in response to the COVID-19 pandemic, on March 10, 2020 the FDA announced its intention to postpone most inspections of foreign
manufacturing facilities, and on March 18, 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing facilities.
Subsequently, on July 10, 2020 the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-
based prioritization system. The FDA intends to use this risk-based assessment system to identify the categories of regulatory activity that can occur within
a given geographic area, ranging from mission critical inspections to resumption of all regulatory activities. Regulatory authorities outside the United States
may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global
health concerns continue to prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory
activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions,
which could have a material adverse effect on our business.

Changes in federal, state and local tax laws may reduce our net earnings.

Our earnings are subject to federal, state and local tax. We offset a portion of our earnings using net operating losses and our taxes using research

and development tax credits, which reduces the amount of tax we pay. Some jurisdictions require that we pay taxes or fees calculated as a percentage of
sales, payroll expense, or other indicia of our activities. Please see “Part IV, Item 16, Notes to Consolidated Financial Statements - Income Taxes.” Changes
to existing tax laws that we cannot control or predict could materially increase the amount of taxes and fees we must pay. For example, an increase in
income tax rates or a reduction or elimination of net operating losses and research and development tax credits could significantly increase our tax expense,
which would reduce our net income and adversely affect our results of operations.

We may be unable to obtain or maintain regulatory approvals for our product or product candidates.

We cannot promote a product candidate unless the FDA or comparable foreign regulatory authorities approves it, which may not happen. Obtaining
regulatory approval of a drug is difficult, uncertain, lengthy and expensive. Failure can occur at any stage. In order to receive FDA approval, we must
demonstrate to the FDA’s satisfaction that the new drug is safe and effective for its intended use and that our manufacturing processes comply with cGMPs.
Our inability or the inability of our vendors to comply with applicable FDA and other regulatory requirements can result in delays in or denials of new
product approvals, warning letters, fines, consent decrees restricting or suspending manufacturing operations, injunctions, civil penalties, recall or seizure
of products, total or partial suspension of product sales and criminal prosecution. Any of these or other regulatory actions could materially harm our
business and financial condition.

If we receive regulatory approval for a product candidate, we will be subject to ongoing FDA requirements and oversight, such as continued safety
and other reporting requirements and post-marketing restrictions. If we are not able to maintain regulatory compliance, we may not be permitted to develop
our product candidates or market our products and may be subject to product recalls or seizures. Any regulatory approvals for our product candidates may
require costly post-marketing studies. Future governmental action or changes in FDA policy or personnel may also result in delays or rejection of an NDA
or supplemental NDA.

We may face competition from companies with greater financial, technical and marketing resources than our own.

The pharmaceutical industry is competitive and subject to rapid technological change. Our potential competitors include large pharmaceutical
companies, which have greater clinical, marketing and sales resources than our own and may develop and commercialize medications that are superior to
and less expensive than ours, which could negatively affect our financial results.

If we acquire products or product candidates, we will incur significant costs and may not realize the benefits we anticipate.

We may acquire a product or product candidate that complements our strategic plan. Such an acquisition may give rise to unforeseen difficulties and
costs and may absorb significant management attention. We may not realize the anticipated benefits of any acquisition, which could dilute our
stockholders’ ownership interest or cause us to incur significant expenses and debt.

Our ability to compete could be diminished if we are unable to protect our trade secrets and proprietary information.

In addition to patents, we rely on a combination of confidentiality, nondisclosure and other contractual provisions, laws protecting trade secrets and
security measures to protect our proprietary information. These measures may not be adequate, in which case competitors could exploit our proprietary
information to our disadvantage. If employees, consultants or anyone else breaches their agreements with us regarding our proprietary information, we may
not have adequate remedies for the breach.

Research analysts may not continue to provide or initiate coverage of our common stock or may issue negative reports.

The market for our common stock may be affected by the reports financial analysts publish about us. If any of the analysts covering us downgrades
or discontinues coverage of our stock, the price of our common stock could decline rapidly and significantly. Paucity of research coverage may also
adversely affect our stock price.

Sale of a substantial number of shares of our common stock may cause its price to decline.

Sales of a substantial number of shares of our stock in the public market could reduce its price. As additional shares of our stock become available
for public resale, whether by the exercise of stock options by employees or directors or because of an equity financing by us, the supply of our stock will
increase, which could cause its price to fall. Substantially all of the shares of our stock are eligible for sale, subject to applicable volume and other resale
restrictions.

Changes in laws and regulations may significantly increase our costs, which could harm our financial results.

New laws and regulations, as well as changes to existing laws and regulations, including statutes and regulations concerning taxes and the
development, approval, and marketing of medications, the provisions of the ACA requiring the reporting of aggregate spending related to health care
professionals, the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and by The Nasdaq Stock Market have and will likely
continue to increase our cost of doing business and divert management’s attention from revenue-generating activities.

We may fail to comply with our public company obligations, including securities laws and regulations. Such compliance is costly and requires
significant management attention.

The federal securities laws and regulations, including the corporate governance and other requirements of the Sarbanes-Oxley Act of 2002, impose
complex and continually changing regulatory requirements on our operations and reporting. These developing requirements will continue to increase our
compliance costs. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate the effectiveness of, and provide a management report with
respect to, our internal controls over financial reporting. It also requires that the independent registered public accounting firm auditing our consolidated
financial statements must attest to and report on the effectiveness of our internal controls over financial reporting. If we are unable to complete the required
assessment and report or if our independent registered public accounting firm is unable to issue an unqualified opinion as to the effectiveness of our internal
control over financial reporting, investors could lose confidence in our financial reporting and our stock price would likely decline.

Anti-takeover provisions in our charter and bylaws and under Delaware law may make an acquisition of us or a change in our management more
expensive or difficult, even if an acquisition or a management change would be beneficial to our stockholders.

Provisions in our charter and bylaws may delay or prevent an acquisition of us or a change in our management. Some of these provisions allow us to
issue preferred stock without any vote or further action by the stockholders, require advance notification of stockholder proposals and nominations of
candidates for election as directors and prohibit stockholders from acting by written consent. In addition, a supermajority vote of stockholders is required to
amend our bylaws. Our bylaws provide that special meetings of the stockholders may be called only by our Chairman, President or the Board of Directors
and that the authorized number of directors may be changed only by resolution of the Board of Directors. These provisions may prevent or delay a change
in our Board of Directors or our management, which our Board of Directors appoints. In addition, because we are incorporated in Delaware, we are
governed by the provisions of Section 203 of the Delaware General Corporation Law. Section 203 may prohibit large stockholders, in particular those
owning 15 percent or more of our outstanding voting stock, from merging or combining with us. These provisions in our charter and bylaws and under
Delaware law could reduce the price that investors would be willing to pay for shares of our common stock.

Our officers, directors and principal stockholders, acting as a group, could significantly influence corporate actions.

As of February 17, 2021, our officers and directors beneficially owned approximately 16 percent of our common stock. Acting together, these
stockholders could significantly influence any matter requiring approval by our stockholders, including the election of directors and the approval of
mergers or other business combinations. The interests of this group may not always coincide with our interests or the interests of other stockholders and
may prevent or delay a change in control. This significant concentration of share ownership may adversely affect the trading price of our common stock
because many investors perceive disadvantages to owning stock in companies with controlling stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease 36,062 square feet of office space in Menlo Park, California for our corporate facilities. Our current lease expires in March 2022.

ITEM 3. LEGAL PROCEEDINGS

Teva ANDA Litigation.

In February 2018, we received a Paragraph IV Notice Letter advising that Teva had submitted an Abbreviated New Drug Application (“ANDA”) to
the FDA seeking authorization to manufacture, use or sell a generic version of Korlym in the United States prior to the expiration of certain of our patents
related to Korlym - U.S. Patent No. 8,921,348 (the “’348 patent”) and U.S. Patent No. 9,829,495 (the “’495 patent”) - which are listed in the FDA’s
Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”). Teva’s February 5, 2018 Notice Letter alleges that the ’348
patent, with an expiration date in August 2028, and the ’495 patent, with an expiration date in August 2036, will not be infringed by Teva’s proposed
product, are invalid and/or are unenforceable. On March 15, 2018, we filed a lawsuit in the U.S. District Court for the District of New Jersey against Teva
for infringement of these patents. On October 12, 2018, Teva received tentative approval from the FDA for its ANDA. In accordance with the Hatch-
Waxman Act, however, as a result of filing a timely lawsuit against Teva, FDA final approval of Teva’s ANDA was stayed for 30 months, until August 1,
2020.

On July 6, 2018, we filed an amended complaint against Teva, asserting infringement of U.S. Patent No. 9,943,526 (the “’526 patent”). On February
8, 2019, we filed a second lawsuit against Teva, asserting infringement of U.S. Patent Nos. 10,166,242 (the “ʼ242 patent”), 10,166,243 (the “ʼ243 patent”)
and 10,195,214 (the “ʼ214 patent”). On December 13, 2019, we filed a third lawsuit against Teva, asserting infringement of U.S. Patent Nos. 10,500,216
(the “ʼ216 patent”). The District Court consolidated our lawsuits against Teva into a single action and set a trial date of February 2, 2021. On September 24,
2020, the Court vacated the February 2, 2021 trial date and ordered the parties to complete trial preparations by March 17, 2021. A new trial date has not
been set.

No new 30-month stay resulted from the filing of the amended complaint or new lawsuits.

On May 7, 2019, Teva submitted to the PTAB a petition for post-grant review (“PGR”) of the ’214 patent, which we opposed. On November 20,
2019, the PTAB granted Teva’s petition. On November 19, 2020, the PTAB issued a decision upholding the validity of the ’214 patent against all of Teva’s
claims. Teva has until March 12, 2021 to file its appeal brief with Federal Circuit Court of Appeals.

We will vigorously enforce our intellectual property rights relating to Korlym, but cannot predict the outcome of these matters.

Sun ANDA Litigation

On June 10, 2019, we received a Paragraph IV Notice Letter advising that Sun had submitted an ANDA to the FDA seeking authorization to
manufacture, use or sell a generic version of Korlym in the United States prior to the expiration of certain of our patents related to Korlym listed in the
Orange Book (the “Korlym Patents”).

The Notice Letter alleges that the Korlym Patents will not be infringed by Sun Ltd.’s proposed product, are invalid and/or are unenforceable. On July
22, 2019, we filed a lawsuit in the U.S. District Court for the District of New Jersey against Sun Pharma Global FZE (“Sun FZE”), Sun Pharma Global Inc.
(“Sun Pharma”), Sun Pharmaceutical Industries, Inc. (“Sun Inc.”), and Sun Ltd. (collectively, “Sun”) for infringement of the ’348, ’214, and ’495 patents.
On January 23, 2020, we filed an amended complaint against Sun asserting infringement of the ’216 patent. Sun has denied our allegations.

In accordance with the Hatch-Waxman Act, as a result of filing a timely lawsuit against Sun, FDA approval of Sun Ltd.’s ANDA will be stayed until
the earlier of (i) 30 months from our June 10, 2019 receipt of Sun Ltd.’s Paragraph IV Notice Letter or (ii) a District Court decision finding that the ’348,
’214, and ’495 patents are invalid, unenforceable or not infringed.

We will vigorously enforce our intellectual property rights relating to Korlym, but cannot predict the outcome of this matter.

Hikma Paragraph IV Notice Letter

On February 1, 2021, we received a Paragraph IV Notice Letter advising that Hikma had submitted an ANDA to the FDA seeking authorization to

manufacture, use or sell a generic version of Korlym in the United States.

The Notice Letter contains Paragraph IV certifications against certain of our patents related to Korlym, specifically U.S. Patent Nos. ’348, ’495,
10,006,924 (the “ʼ924 patent”), ’526, 10,151,763 (the “ʼ763 patent”), ’242, ’243, ’214, 10,231,983 (the “ʼ983 patent”), 10,314,850 (the “ʼ850 patent”),
10,495,650 (the “ʼ650 patent”), ʼ216, 10,660,904 (the “ʼ904 patent”), 10,780,097 (the “ʼ097 patent”), 10,842,800 (the “ʼ800 patent”), and 10,842,801 (the
“ʼ801 patent”) (collectively, the “Korlym Patents”), which are listed in the Orange Book. The Notice Letter alleges that the Korlym Patents will not be
infringed by Hikma’s proposed product, are invalid and/or are unenforceable.

We intend to vigorously enforce our intellectual property rights relating to Korlym, but we cannot predict the outcome of any litigation that could be

filed.

Other matters

On March 14, 2019, a purported securities class action complaint was filed in the U.S. District Court for the Northern District of California by
Nicholas Melucci (Melucci v. Corcept Therapeutics Incorporated, et al., Case No. 5:19-cv-01372-LHK). The complaint named us and certain of our
executive officers as defendants asserting violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder and alleges
that the defendants made false and materially misleading statements and failed to disclose adverse facts about our business, operations, and prospects. The
complaint asserts a putative class period stemming from August 2, 2017 to February 5, 2019 and seeks unspecified monetary relief, interest and attorneys’
fees. On October 7, 2019, the Court appointed a lead plaintiff and lead counsel. The lead plaintiff’s consolidated complaint was filed on December 6, 2019.

We moved to dismiss the consolidated complaint on January 27, 2020. Rather than oppose our motion to dismiss, on March 20, 2020, the lead
plaintiff filed a second amended complaint. On May 11, 2020, we moved to dismiss the second amended complaint. We received plaintiff’s opposition to
our motion on June 25, 2020 and filed our reply on July 27, 2020. On November 20, 2020, the Court granted our motion to dismiss in full and granted
plaintiff leave to file a third amended complaint, which plaintiff did on December 21, 2020. On February 19, 2021, we filed our motion to dismiss the third
amended complaint. Plaintiff’s opposition to our motion is due on April 20, 2021 and our reply is due on June 4, 2021.

We will respond vigorously to plaintiff’s claims but cannot predict the outcome of this matter.

On September 30, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware by
Lauren Williams, and captioned Lauren Williams v. G. Leonard Baker, et al., Civil Action No. 1:19-cv-01830. The complaint named our board of directors,
including our Chief Executive Officer and Chief Financial Officer as defendants and us as nominal defendant. The complaint alleges breach of fiduciary
duty, violation of Section 14(a) of the Exchange Act, insider selling, misappropriation of insider information and waste of corporate assets and seeks
damages in an amount to be proved at trial. On October 23, 2019, this action was stayed pending a resolution of our motions to dismiss the Melucci
litigation. We will respond to this complaint vigorously but cannot predict the outcome of this matter.

On December 19, 2019, a second purported shareholder derivative complaint was filed in the United States District Court for the District of
Delaware by Jeweltex Pension Plan, and captioned Jeweltex Pension Plan v. James N. Wilson, et al., Civil Action No. 1:19-cv-02308. The complaint
named our board of directors, including our Chief Executive Officer, as well as our Chief Financial Officer as defendants and Corcept Therapeutics
Incorporated as nominal defendant. The complaint seeks to allege causes of action for breach of fiduciary duty, violation of section 14(a) of the Exchange
Act, waste of corporate assets, contribution and indemnification, aiding and abetting, and gross mismanagement. The complaint seeks an amount of
damages to be proved at trial. On April 6, 2020, this action was stayed pending a resolution of our motions to dismiss the Melucci litigation. On December
20, 2020, the case was further stayed pending a resolution of Corcept’s forthcoming motion to dismiss the third amended complaint. We will respond to this
complaint vigorously but cannot predict the outcome of this matter.

In addition to the matters described above, we are involved from time to time in other legal proceedings in the ordinary course of business. Although
the outcome of any pending matters and the amount, if any, of our ultimate liability with respect to them cannot be predicted with certainty, we do not
believe that the ultimate outcome of such matters will have a material adverse effect on our business, results of operations or financial position.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES

PART II

Market Information

Our common stock is traded on The Nasdaq Capital Market under the symbol “CORT.”

Stockholders of Record and Dividends

As of February 17, 2021, we had 117,312,341 shares of common stock outstanding held by 29 stockholders of record. Because almost all of our
common stock is held by brokers, nominees and other institutions on behalf of stockholders, we are unable to estimate the actual number of our
stockholders. We have never declared or paid cash dividends. We do not anticipate paying cash dividends in the foreseeable future.

Sale of Unregistered Securities

None.

Repurchases of Securities

The following table contains information relating to the repurchases of our common stock as part of a publicly announced stock repurchase program

(“Stock Repurchase Program”) in the three months ended December 31, 2020 (in thousands, except per share data):

Fiscal Period

October 1, 2020 to October 31, 2020
November 1, 2020 to November 30, 2020
December 1, 2020 to December 31, 2020
Total

Total Number of Shares
Purchased

Average Price Paid Per
Share

Approximate Dollar
Amount of Shares That
May Yet be Purchased
(1)
Under the Program

— $
450
9
459 $

— $

21.05
22.64
21.08 $

—
190,526
190,331
190,331

(1)

On November 3, 2020, our Board of Directors authorized the repurchase of up to $200 million of our common stock pursuant to our Stock Repurchase Program. Unless terminated or

suspended prior, the Stock Repurchase Program will remain in effect until September 30, 2021.

The following table contains information relating to the repurchases of our common stock as part of the cashless net exercises of stock options in the

three months ended December 31, 2020 (in thousands, except per share data):

Fiscal Period

October 1, 2020 to October 31, 2020
November 1, 2020 to November 30, 2020
December 1, 2020 to December 31, 2020
Total

Total Number of Shares
Purchased

(2)

Average Price Paid Per
Share

Approximate Dollar
Amount of Shares

— $
31
58
89 $

— $

22.88
24.74
24.09 $

—
714
1,443
2,157

(2)

In November 2020, we issued 50,000 shares of common stock as part of a net-share settlement of a cashless option exercise, of which 31,225 shares were tendered to us in satisfaction of
related exercise costs. In December 2020, we issued 89,902 shares of common stock as part of a net-share settlement of a cashless option exercise, of which 58,324 shares were tendered to us in
satisfaction of related exercise costs.

Market Performance Graph

The graph and the accompanying text below is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference
in any filings by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general
incorporation language in such filing.

We have elected to use the Nasdaq US Benchmark TR Index and Nasdaq Biotechnology Index (consisting of a group of 120 companies in the

biotechnology sector, including us) for purposes of the performance comparison that appears below,

which shows the cumulative stockholder return assuming the investment of $100 and the reinvestment of any dividends and is based on the returns of the
component companies weighted according to their market capitalizations.

The graph shows the cumulative total stockholder return assuming the investment of $100 and the reinvestment of any dividends and is based on the
returns of the component companies weighted according to their market capitalizations as of the end of the period for which returns are indicated. We have
never paid dividends on our common stock.

The return shown in the graph below for our common stock is not necessarily indicative of future performance. We do not make or endorse any

predictions as to future stockholder returns.

Five-Year Cumulative Total Returns of our Common Stock (CORT),

the Nasdaq US Benchmark TR Index (NQUSBT) and

the Nasdaq Biotechnology Index (NBI)

ITEM 6. SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA
(in thousands, except per share data)

The selected financial data set forth below are derived from our audited consolidated financial statements. The statement of operations data for the
years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated
financial statements included in this Annual Report. The statement of operations data for the years ended December 31, 2017 and 2016 and the balance
sheet data as of December 31, 2018, 2017 and 2016 have been derived from our audited financial statements, which are not included in this Annual Report.
Our historical results are not necessarily indicative of our results for any future period. The selected financial data set forth below should be read in
conjunction with our financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included elsewhere in this Annual Report.

Statement of Operations Data:
Product revenue, net
Operating expenses:

Cost of sales
Research and development
Selling, general and administrative

Total operating expenses

Income from operations
Interest and other income (expense), net
Income before income taxes
Income tax expense (benefit)

Net income
Net income per share:

Basic
Diluted

Weighted average shares – basic

Weighted average shares – diluted

Includes certain non-cash expenses, of the following:

Stock-based compensation

Cost of sales
Research and development
Selling, general and administrative
Total stock-based compensation

Non-operating expense related to accretion of interest on long-term
obligation

Total non-cash expenses

2020

Year Ended December 31,
2019
2017
2018
(In thousands, except per share data)

2016

353,874 $

306,486 $

251,247 $

159,201 $

81,321

5,582
114,764
105,326
225,672
128,202
3,400
131,602
25,591
106,011 $

5,504
89,017
100,359
194,880
111,606
5,070
116,676
22,495
94,181 $

5,215
75,247
81,289
161,751
89,496
2,657
92,153
16,743
75,410 $

3,554
40,376
62,416
106,346
52,855
(49)
52,806
(76,316)
129,122 $

0.92 $
0.85 $

0.82 $
0.77 $

0.65 $
0.60 $

1.14 $
1.04 $

115,412

124,194

114,349

122,566

115,343

126,688

113,527

124,515

66 $

144 $

259 $

— $

11,222
22,251
33,539

9,541
19,628
29,313

7,012
16,476
23,747

3,743
9,618
13,361

—
33,539 $

—
29,313 $

—
23,747 $

456
13,817 $

2,058
23,844
45,240
71,142
10,179
(2,039)
8,140
—
8,140

0.07
0.07

110,566

116,139

—
1,312
5,746
7,058

1,929
8,987

$
$

Balance Sheet Data:
Cash, cash equivalents and investments
Working capital
Total assets
Debt obligation - current portion
Total stockholders’ equity

2020

2019

December 31,
2018
(In thousands)

2017

2016

476,892 $
431,007
571,731
—
523,338

315,314 $
268,517
412,312
—
371,182

206,760 $
201,247
311,694
—
275,882

104,025 $
94,616
220,537
—
190,968

51,536
38,315
68,753
14,664
41,379

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader
understand our results of operations and financial condition and is provided as a supplement to, and should be read in conjunction with, our audited
consolidated financial statements and the accompanying notes to financial statements, risk factors and other disclosures included in this Form 10-K. Our
consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion
of such forward-looking statements and the potential risks and uncertainties that may affect their accuracy, see “Forward-Looking Statements” included in
“Risk Factors” in this Form 10-K and the “Overview” and “Liquidity and Capital Resources” sections of this MD&A.

Overview

We are a commercial-stage company engaged in the discovery and development of drugs that treat severe metabolic, oncologic and psychiatric
disorders by modulating the effects of the hormone cortisol. Since 2012, we have marketed Korlym® (mifepristone) for the treatment of patients who
suffer from Cushing’s syndrome. Our portfolio of proprietary selective cortisol modulators consists of four structurally distinct series totaling more than
1,000 compounds, including relacorilant, exicorilant and miricorilant.

Cushing’s Syndrome

Korlym. We sell Korlym in the United States, using experienced sales representatives to call on physicians caring for patients with endogenous
Cushing’s syndrome (hypercortisolism). Because many people who suffer from Cushing’s syndrome are undiagnosed or inadequately treated, we have
developed and continue to refine and expand programs to educate physicians and patients about screening for hypercortisolism and the role Korlym can
play in treating the disorder. We also have a field-based force of medical science liaisons.

Relacorilant. We are conducting two Phase 3 trials of our proprietary, selective cortisol modulator, relacorilant, as a treatment for patients with

Cushing’s Syndrome.

Our Phase 3 GRACE trial is expected to enroll 130 patients at sites in the United States, Canada, Europe and Israel. Each patient in GRACE will
receive relacorilant for 22 weeks. Patients who exhibit pre-specified improvements in hypertension or glucose metabolism enter a 12-week, double-blind,
“randomized withdrawal” phase in which half of the patients continue receiving relacorilant and the rest receive placebo. If successful, we expect GRACE
to provide the basis for a new drug application to treat patients with all etiologies of Cushing’s syndrome.

Our Phase 3 GRADIENT trial is expected to enroll 130 patients whose Cushing’s syndrome is caused by an adrenal tumor. Half of patients will

receive relacorilant for 26 weeks and half will receive placebo. Many of the clinical sites in GRACE are participating in GRADIENT.

The United States Food and Drug Association (“FDA”) and the European Commission (“EC”) have designated relacorilant as an orphan drug for the
treatment of Cushing’s syndrome. In the United States, relacorilant’s orphan designation confers tax credits, reduced regulatory fees and, provided we
obtain approval, seven years of exclusive marketing rights for the treatment of patients with Cushing’s syndrome. Benefits of orphan drug designation by
the EC are similar, but also, include protocol assistance from the European Medicines Agency (“EMA”), access to the centralized marketing authorization
procedure in the European Union (“EU”) and, if we obtain approval, ten years of exclusive marketing rights in the EU for the treatment of patients with
Cushing’s syndrome.

Oncology

Relacorilant in Patients with Solid Tumors. In July 2020, we completed enrollment in a 178-patient, controlled Phase 2 trial of relacorilant in

combination with nab-paclitaxel in patients with advanced, high-grade serous ovarian tumors, which we

are conducting at sites in the United States and Europe. We expect top-line data from this trial to be available in the first half of 2021.

In addition, our Phase 3 RELIANT trial of relacorilant plus nab-paclitaxel in patients with metastatic pancreatic cancer is expected to enroll 80
patients, all of whom will receive relacorilant plus nab-paclitaxel. We expect to complete an interim analysis of data from the first 43 patients in the first
half of 2021.

We are also conducting an open-label, Phase 1b trial of relacorilant plus the PD-1 checkpoint inhibitor pembrolizumab in 20 patients with advanced

adrenocortical cancer with cortisol excess.

Cortisol Modulators in Patients with CRPC. We are conducting an open label, dose-finding trial of our proprietary, selective cortisol modulator
exicorilant in combination with Xtandi in patients with metastatic CRPC. Investigators at the University of Chicago are conducting a dose-finding trial of
relacorilant combined with Xtandi in the same patient population. We are providing relacorilant.

Metabolic Diseases

Antipsychotic-Induced Weight Gain (“AIWG”). We are studying our selective cortisol modulator miricorilant as a potential treatment for AIWG.
In 2020, we completed a double-blind, placebo-controlled Phase 1b trial, in which 96 healthy subjects received daily doses of the antipsychotic medication
olanzapine (10 mg) and either miricorilant (600 mg or 900 mg) or placebo for 14 days. Study participants who received miricorilant gained less weight than
subjects receiving placebo. In addition, markers of liver damage that rise temporarily at the start of olanzapine therapy increased less sharply in subjects
receiving miricorilant.

Our double-blind, placebo-controlled, Phase 2 GRATITUDE trial is studying the ability of miricorilant to reverse recent AIWG, with a planned
enrollment of 100 patients with schizophrenia or bipolar disorder at 30 sites in the United States. Study participants receive their established antipsychotic
medication plus either miricorilant or placebo for 12 weeks. Our double-blind, placebo-controlled Phase 2 GRATITUDE II trial is studying the ability of
miricorilant to reverse long-standing AIWG in 120 patients with schizophrenia at 35 centers in the United States.

Liver Disease. We are conducting a double-blind, placebo-controlled, Phase 2 trial of miricorilant as a potential treatment for NASH. The trial has a
planned enrollment of 150 patients at 15 sites in the United States. Patients will receive a daily dose of miricorilant (600 mg or 900 mg) or placebo for 12
weeks.

Continued Discovery and Development

Our selective cortisol modulator CORT113176, which has shown promise in animal models of amyotrophic lateral sclerosis (or “ALS”), has
completed its Phase 1 trial. We plan to advance it to Phase 2 as a potential treatment for that disease. In addition, we continue to identify selective cortisol
modulators and plan to advance the most promising of them towards the clinic.

COVID-19 Pandemic

Much of the world is subject to pandemic-related public health restrictions, including in California, where we are headquartered, and in the states
where we sell Korlym and where our clinical trial sites are located. Most of our third-party manufacturers, distributors (including the specialty pharmacy
that dispenses Korlym), information technology service providers, law and accounting firms, clinical research organizations and others are also subject to
pandemic-related restrictions.

These restrictions, as well as measures voluntarily undertaken by patients, physicians, hospitals and medical clinics to reduce the risk of coronavirus
infection have reduced our revenue and make it difficult to grow our Korlym business. The pandemic’s impact on the pace of our clinical development
programs has been variable. Enrollment has slowed significantly in trials of indications not considered immediately life-threatening, such as Cushing’s
syndrome, CRPC, AIWG and NASH. In addition, some clinical sites have stopped enrolling new patients or have reduced the frequency with which
physicians see study participants. Some sites have suspended or halted the initiation of new clinical trials. These changes lengthen the time it takes us to
complete our development programs, although trials in patients with immediately life-threatening diseases, such as advanced pancreatic and ovarian cancer,
have experienced many fewer disruptions and delays.

Please see "COVID-19 Pandemic" under Item 1 of this Annual Report and the risk factor under Item 1A of this Annual Report, “The COVID-19
pandemic or other public health emergencies, natural disasters, terrorism or other catastrophes could disrupt our activities and render our own or our
vendors’ facilities and equipment inoperable or inaccessible and require us to curtail or cease operations.”

Results of Operations

Net Product Revenue – Net product revenue is gross product revenue from sales to our customers less deductions for estimated government rebates

and chargebacks.

Net product revenue was $353.9 million for the year ended December 31, 2020, compared to $306.5 million and $251.2 million for the years ended
December 31, 2019 and 2018, respectively. For the years ended December 31, 2020, 2019 and 2018, higher sales volumes accounted for 31.9 percent, 58.4
percent and 85.7 percent of the increases in net revenue, respectively, as we shipped Korlym to more patients. Increases in the average price of Korlym
tablets accounted for the remainder of the increases. The increase in Korlym’s price for the year ended December 31, 2020 was due to a relative decrease in
the number of patients covered by Medicaid (which reimburses Korlym at a lower rate), a statutorily-mandated increase in the price paid by other
government programs, one price increase that took effect on August 1, 2019 and another on January 1, 2020.

Cost of sales – Cost of sales includes the cost of API, tableting, packaging, personnel, overhead, stability testing and distribution.

Cost of sales was $5.6 million for the year ended December 31, 2020, compared to $5.5 million and $5.2 million for the years ended December 31,
2019 and 2018, respectively. The dollar value of our cost of sales increased in both years due to greater sales unit volumes. Cost of sales was 1.6 percent,
1.8 percent and 2.1 percent of our net product revenue for the years ended December 31, 2020, 2019 and 2018, respectively. Cost of sales as a percentage
of revenue declined due to an increase in the average price of Korlym as well as a decrease in its cost of manufacture.

Research and development expenses – Research and development expenses include the cost of (1) recruiting and compensating development
personnel, (2) clinical trials, (3) drug product and preclinical studies in support of clinical trials and regulatory submissions, (4) discovery research and (5)
the development of drug formulations and manufacturing processes.

Research and development expenses increased to $114.8 million for the year ended December 31, 2020 from $89.0 million for the comparable
period in 2019. The increase was due to increased spending on the advancement of our oncology and endocrinology development programs and on the
recruitment and compensation of development personnel.

Research and development expenses increased to $89.0 million for the year ended December 31, 2019 from $75.2 million in 2018. The increase was
primarily due to increased spending on the recruitment and compensation of development personnel and on the discovery and advancement of new
selective cortisol modulators, partially offset by the completion of drug-drug interaction studies related to relacorilant.

Development programs:
Oncology
Endocrinology
Pre-clinical and clinical selective cortisol modulators
Unallocated activities, including pre-clinical, manufacturing and regulatory activities
Stock-based compensation

Total research and development expense

2020

Year Ended December 31,
2019
(in thousands)

2018

$
$
$
$
$
$

34,163 $
48,435 $
11,580 $
9,364 $
11,222 $
114,764 $

21,098 $
35,988 $
11,120 $
11,270 $
9,541 $
89,017 $

11,965
18,392
29,380
8,498
7,012
75,247

It is difficult to predict the timing and cost of development activities, which are subject to many uncertainties and risks, including inconclusive or
negative results, slow patient enrollment, adverse side effects and difficulties in the formulation or manufacture of study drugs and the lack of drug-
candidate efficacy. In addition, clinical development is subject to intensive government oversight and regulations that may change unpredictably and
without notice. We expect our research and development expense to be higher in 2021 than in 2020 as our clinical programs advance. Research and
development spending in future years will depend on the outcome of our pre-clinical and clinical trials and our development plans.

Selling, general and administrative expenses - Selling, general and administrative expenses include (1) compensation of employees, consultants and
contractors engaged in commercial and administrative activities, (2) the cost of vendors supporting commercial activities and (3) legal and accounting fees.

Selling, general and administrative expenses increased to $105.3 million for the year ended December 31, 2020 from $100.4 million for the
comparable period in 2019. The increase in selling, general and administrative expenses was primarily due to increases in employee recruiting and
compensation expenses, increased legal and marketing costs, volume-related pharmacy and other distribution costs and professional service fees.

Selling, general and administrative expenses increased to $100.4 million for the year ended December 31, 2019 from $81.3 million for the
comparable period in 2018. The increase in selling, general and administrative expenses was primarily due to increased spending on the recruitment and
compensation of additional employees, increased legal and marketing costs, and added distribution expenses arising from increased Korlym sales volumes.

We expect our selling, general and administrative expenses to be higher in 2021 than in 2020 due to increased commercial and administrative

activities arising from increased sales volumes, litigation and administrative support for increased research and development activities.

Interest and other income - Interest and other income for the years ended December 31, 2020, 2019 and 2018 was $3.4 million, $5.1 million and
$2.7 million, respectively, and consisted primarily of interest income from marketable securities. Interest and other income decreased for the year ended
December 31, 2020 from the comparable period in 2019 primarily due to market-wide reductions in interest rates. The increase from the year ended
December 31, 2019 from the comparable period in 2018 was due to growth in our holdings of cash and marketable securities.

Income tax expense - Income tax expense for the years ended December 31, 2020, 2019 and 2018 was $25.6 million, $22.5 million, and $16.7
million, respectively. The increases in income tax expense during the years ended December 31, 2020, 2019 and 2018 were primarily due to increases in
net income and decreased discrete benefits from exercises of non-qualified stock options.

Liquidity and Capital Resources

Since 2015, we have relied on revenues from the sale of Korlym to fund our operations. Based on our current plans and expectations, we expect to
fund our operations and planned research and development activities without needing to raise additional funds, although we may choose to raise additional
funds for other reasons. If we were to raise funds, equity financing would be dilutive. Debt financing could involve restrictive covenants. Funds raised
through collaborations with other companies may require us to relinquish certain rights in our product candidates.

As of December 31, 2020, we had cash, cash equivalents and marketable securities of $476.9 million, consisting of cash and cash equivalents of
$76.2 million and marketable securities of $400.7 million, compared to cash and cash equivalents of $31.3 million and marketable securities of $284.0
million as of December 31, 2019.

The cash in our bank accounts and our marketable securities could be affected if the financial institutions holdings them were to fail or severely

adverse conditions were to rise in the markets for public or private debt securities. We have never experienced a loss or lack of access to cash.

Net cash provided by operating activities for the years ended December 31, 2020, 2019 and 2018 was $152.0 million, $136.1 million and $115.7
million, respectively. These increases were primarily due to greater revenue, as a result of an increase in Korlym’s price as well as shipping Korlym to more
patients.

Net cash used in investing activities for the years ended December 31, 2020, 2019 and 2018 was $119.3 million, $117.8 million and $90.8 million,

respectively, primarily due to increased purchases of marketable securities with cash generated by our operating activities.

Net cash provided by financing activities for the year ended December 31, 2020 was $12.2 million. Net cash used in financing activities for the years
ended December 31, 2019 and 2018 was $28.6 million and $14.3 million, respectively. For the same periods, stock option exercises provided $23.2 million,
$8.4 million and $9.3 million, respectively. We repurchased an aggregate of $9.7 million of our common stock during the year ended December 31, 2020
pursuant to our program to repurchase up to $200 million of our common stock (the “Stock Repurchase Program”). In the first quarter of 2020, we
purchased from our Chief Executive Officer $0.3 million of our common stock at the current market price to provide him liquidity to satisfy tax liability
arising from his net (cashless) exercise in 2019 of stock options that were about to expire. We repurchased an aggregate of $31.0 million and $23.7 million
during the years ended December 31, 2019 and 2018, respectively, pursuant to our program to repurchase up to $100 million of our common stock that
expired on June 30, 2019. During the years ended December 31, 2020 and 2019, we also acquired 0.1 million and 0.5 million shares at a cost of $1.1
million and $6.1 million, respectively, in satisfaction tax withholding requirements for the settlement of employee option exercises. We had no such
transactions in 2018.

As of December 31, 2020, we had retained earnings of $82.5 million.

Contractual Obligations and Commitments

The following table presents our estimates of obligations under contractual agreements as of December 31, 2020.

Contractual Obligations

Manufacturing purchase commitments
(2)
Lease obligations
Research and development studies

(3)

(1)

Total other contractual obligations

Total

Less than
1 year

1-3
Years
(in thousands)

$
$
$
$

159 $
2,639 $
116 $
2,914 $

159 $
2,109 $
116 $
2,384 $

— $
530 $
— $
530 $

3-5
Years

More than
5 Years

— $
— $
— $
— $

—
—
—
—

(1)

(2)

As of December 31, 2020, we had no remaining commitments to purchase API from PCAS and have a $0.2 million commitment to purchase Korlym tablets.
In October 2019, we amended our office lease to add more space and extend its term from March 31, 2020 through March 31, 2022 for the original office space and on April 1, 2020, the lease
term would begin for additional space through March 31, 2022. In June 2020, we amended our office lease to commence the additional space on June 15, 2020. As of December 31, 2020, the
remaining minimum rental payments due under the lease were $2.6 million.
(3)

In December 2013, we entered into an agreement with Quotient Sciences Limited (“Quotient”), a clinical research organization, to assist in the management and conduct of our Phase 1 studies

of miricorilant and our other selective cortisol modulators. As of December 31, 2020, the total non-cancelable commitment under the agreement was approximately $0.1 million.

We have other contractual payment obligations and purchase commitments, the timing of which are contingent on future events, including the
initiation and completion of manufacturing projects. In March 2014, we entered into a long-term agreement with one contract manufacturer, PCAS to
produce mifepristone, the API for Korlym. On July 25, 2018, we amended this agreement to add a second manufacturing site and extend its term to
December 31, 2021, with two one-year automatic renewals, unless either party provides 12 months advance written notice of its intent not to renew. The
amendment provides exclusivity between PCAS and Corcept. If PCAS is unable to meet our requirements, we may purchase mifepristone from another
supplier.

We have agreements with two third-party manufacturers to produce and bottle Korlym tablets.

We enter into contracts in the normal course of business with CROs for preclinical studies and clinical trials. The contracts are cancellable, with
varying provisions regarding termination. If a contract with a specific vendor were to be terminated, we would only be obligated for products and services
we had received as of the effective date of the termination and any applicable cancellation fees.

Net Operating Loss Carryforwards

See Note 9, Income Taxes in our audited consolidated financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgments that
affect the amount of assets, liabilities and expenses we report. We base our estimates on historical experience and on other assumptions we believe to be
reasonable. Actual results may differ from our estimates. Our significant accounting policies are described in Note 1, Basis of Presentation and Summary
of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part IV of this Annual Report on Form 10-K. We
believe the following accounting estimates and policies to be critical:

Net Product Revenue

To determine net product revenue, we deduct from sales the cost of our patient co-pay assistance program and our estimates of (i) government
chargebacks and rebates, (ii) discounts provided to our SD for prompt payment and (iii) reserves for expected returns. We record these estimates at the time
we recognize revenue and update them as new information becomes available. Our estimates take into account our understanding of the range of possible
outcomes. If results differ from our estimates, we adjust our estimates, which changes our net product revenue and earnings. We report any changes in the
period they become known to us, even if they concern transactions occurring in prior period.

Government Rebates

Korlym is eligible for purchase by, or qualifies for reimbursement from, Medicaid and other government programs that are eligible for rebates on the
price they pay for Korlym. To determine the appropriate amount to reserve against these rebates, we identify Korlym sold to patients covered by
government-funded programs, apply the applicable government discount to these sales and then estimate the portion of total rebates we expect will be
claimed. We then (i) deduct this reserve from revenue in the period to which the rebates relate and (ii) include in accrued expenses on our consolidated
balance sheet a current liability of equal amount.

Chargebacks

Although we sell Korlym to the SD at full price, some of the government entities to which the SD sells receive a discount. The SD recovers such
discounts by reducing its payment to us (this reduction is called a “chargeback”). Chargebacks sometimes relate to Korlym sold to SD in prior periods. We
deduct from our revenue in each period chargebacks claimed by the SD for Korlym we sold to the SD that period. We also create a reserve for chargebacks
we estimate the SD will claim in future periods against Korlym it purchased in the current period but has not yet resold. We determine the amount of this
reserve based on our experience with SD chargebacks and our understanding of the SD’s customer base and business practices. We deduct this reserve from
revenue and include in accrued expenses on our consolidated balance sheet a current liability of equal amount.

Patient Assistance Program and Charitable Support

It is our policy that no patient be denied Korlym due to inability to pay. We provide financial assistance to eligible patients whose insurance policies
have high deductibles or co-payments and deduct the amount of such assistance from gross revenue. We determine the assistance we provide each patient
by applying our program guidelines to that patient’s financial position and their insurance policy’s co-payment and deductible requirements. We also donate
cash to charities that help patients with financial need pay for the treatment of Cushing’s syndrome (which treatment may not include Korlym). We do not
include in our revenue payments these charities make on behalf of patients receiving Korlym. We provide Korlym at no cost to patients without insurance
who do not qualify for charitable support.

Sales Returns

For safety reasons, federal law prohibits patients from returning Korlym they have received. Korlym sold to our SD is subject to return. We deduct
the amount of Korlym we estimate the SD will return from each period’s gross revenue. We base our estimates on quantitative and qualitative information
including, but not limited to, historical return rates, the amount of Korlym held by the SD and projected demand. If we cannot reasonably estimate returns
with respect to a particular sale, we defer recognition of revenue until we can make a reasonable estimate. To date, returns have not been material.

Leases

We account for leases in accordance with ASC 842, Leases, which requires lease transactions with terms longer than 12 months to be recognized on

the balance sheet as a liability (“lease liabilities”), offset by an asset of equal amount (“right-of-use assets”).

We recognize right-of-use assets and lease liabilities at lease commencement. We measure lease liabilities based on the present value of lease
payments over the lease term discounted by the rate equal to the rate we would pay on a loan with monthly payments and a term equal to the monthly
payments and remaining term of our lease. We estimate our incremental borrowing rate based on bank quotes and an analysis of public companies with
debt and credit carrying terms similar to our lease term. We do not include in the lease term options to extend or terminate the lease unless it is reasonably
certain at commencement that we will exercise any such options. We account for the lease components separately from non-lease components for our
operating leases.

Inventory and Cost of Sales

We value inventory at the lower of cost or net realizable value and determine the cost of inventory we sell using the specific identification method,
which approximates a first-in, first-out basis. We assess our inventory levels at each reporting period and write down inventory that is either expected to be
at risk of expiration prior to sale, or has a cost basis in excess of its expected net realizable value, or for which there are inventory quantities in excess of
expected requirements. We destroy expired inventory and recognize the related costs as cost of sales in that period’s statement of comprehensive income.

Cost of sales includes the cost of manufacturing Korlym, including materials, third-party manufacturing costs and indirect personnel and other
overhead costs, based on the number of Korlym tablets for which we recognize revenue, as well as costs of stability testing, logistics and distribution
incurred during the applicable period.

Accruals of Research and Development Costs

We base our accruals for discovery research, preclinical studies and clinical trials on our estimates of work completed, milestones achieved, patient
enrollment and past experience with similar activities. Our estimates include assessments of information from contract research organizations and the status
of our own research, development and administrative activities.

Stock-based compensation

We account for stock-based compensation under the fair value method, based on the value of the award at the grant date. To date, our stock-based
compensation has consisted entirely of option grants, which we value using the Black-Scholes model. We recognize stock-based compensation expense
over the applicable vesting period, net of estimated forfeitures. If actual forfeitures differ from our estimates, we adjust stock-based compensation expense
accordingly.

We recognize the expense of options granted to non-employees based on their fair value at the time of vesting.

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and
liabilities for the expected tax consequences of our future financial and operating activities. Under ASC 740, we determine deferred tax assets and liabilities
based on the temporary difference between the financial statement and tax bases of assets and liabilities using the tax rates in effect for the year in which
we expect such differences to reverse. If we determine that it is more likely than not that we will not generate sufficient taxable income to realize the value
of some or all of our deferred tax assets (net of our deferred tax liabilities), we establish a valuation allowance offsetting the amount we do not expect to
realize. We perform this analysis each reporting period and reduce or increase the size of our valuation allowance accordingly.

The deferred tax assets that we record each period depend primarily on our ability to generate future taxable income in the United States. Each
period, we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred
tax assets are recorded on our balance sheet only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our
outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change.

We also account for uncertain tax positions in accordance with ASC 740, which requires us to adjust our consolidated financial statements to reflect
only those tax positions that are more-likely-than-not to be sustained upon review by federal or state examiners. We recognize in the consolidated financial
statements the largest expected tax benefit that has a greater than 50 percent likelihood of being sustained on examination by the taxing authorities. We
report interest and penalties related to unrecognized tax benefits as income tax expenses.

Recently Issued Accounting Pronouncements

See Note 1, Basis of Presentation and Summary of Significant Accounting Policies in our audited consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

The primary objective of our investment activities is to preserve principal. As of December 31, 2020, the fair value of our cash and cash equivalents
and marketable securities was $476.9 million. Our marketable securities consisted primarily of commercial paper, corporate notes, asset-backed securities,
repurchase agreements, U.S. Treasury securities and a money market fund invested in short-term U.S. Treasury securities maintained at a major U.S.
financial institution. To minimize our exposure to interest rate and other market risks, we have limited the maturities of our investments to less than three
years, with the duration of our portfolio not to exceed two years. Due to the short-term nature and high liquidity of these instruments, an increase or
decrease in market interest rates by 25 basis points would not have a material impact on the total value of our portfolio as of December 31, 2020.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements required by this item are set forth beginning at page F-1 and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file with the
SEC is recorded, processed, summarized and filed within the time periods specified in the SEC’s rules and forms and that such information is accumulated
and discussed with our management, including our Chief Executive Officer and Chief Financial Officer, so as to allow timely decisions regarding
disclosure. Management recognizes that controls and procedures, no matter how well designed and operated, can only provide reasonable, not absolute,
assurance the desired control objectives will be met. In reaching a reasonable level of assurance, management has weighed the cost of contemplated
controls against their intended benefits. The design of any system of controls is based on management’s assumptions about the likelihood of future events.
We cannot assure you that our controls will achieve their stated goals under all possible conditions. Changes in future conditions may render our controls
inadequate or may cause our degree of compliance with them to deteriorate. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

As of December 31, 2020, our Chief Executive Officer and Chief Financial Officer evaluated our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on their evaluation, they concluded that they are effective.

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2020 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

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

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 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 December 31, 2020, 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.

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

below.

To the Stockholders and Board of Directors of Corcept Therapeutics Incorporated

Opinion on Internal Control over Financial Reporting

We have audited Corcept Therapeutics Incorporated’s internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO
criteria). In our opinion, Corcept Therapeutics Incorporated (the Company) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets as of December 31, 2020 and 2019, the related consolidated statements comprehensive income, stockholders’ equity and cash flows for each
of the three years in the period ended December 31, 2020, and the related notes and our report dated February 23, 2021 expressed an unqualified opinion
thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Redwood City, California

February 23, 2021

ITEM 9B. OTHER INFORMATION

None.

PART III

Certain information required by Part III is omitted from this Form 10-K because we expect to file with the U.S. Securities and Exchange
Commission, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, a definitive proxy statement (“Proxy
Statement”), pursuant to Regulation 14A in connection with the solicitation of proxies for our 2021 Annual Meeting of Stockholders, and certain
information included therein is incorporated herein by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Form 10-K

(1) Financial Statements:

PART IV

Report of Independent Registered Public Accounting Firm

Audited Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Consolidated Statement of Stockholders’ Equity

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

Page

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or

notes thereto.

(3) Exhibits:

Item 601 of Regulation S-K requires the exhibits listed below. Each management contract or compensatory plan or arrangement required to be filed

as an exhibit to this Form 10-K has been identified.

(A) EXHIBITS

Exhibit Number

Description of Document

3.1

3.2

4.1

4.2

4.3

4.4

4.5

4.6

Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly
Report on Form 10-Q filed on August 9 2012).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on February
13, 2017).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1
(Registration No. 333-112676) filed on February 10, 2004).

Description of Common Stock

Registration Rights Agreement by and among Corcept Therapeutics Incorporated and the investors signatory thereto, dated March 14,
2008 (incorporated by reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K filed on March 31, 2008).

Amendment to Registration Rights Agreement by and among Corcept Therapeutics Incorporated and the investors signatory thereto, dated
November 11, 2008 (incorporated by reference to Exhibit 10.30 to the registrant’s Annual Report on Form 10-K filed on March 31, 2009).

Registration Rights Agreement dated as of April 21, 2010 by and among Corcept Therapeutics Incorporated and the investors signatory
thereto (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on April 23, 2010).

Registration Rights Agreement, dated as of March 29, 2012, by and among Corcept Therapeutics Incorporated and the investors signatory
thereto (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on March 29, 2012).

Exhibit Number

Description of Document

License Agreement by and between The Board of Trustees of the Leland Stanford Junior University and Corcept Therapeutics
Incorporated, dated as of July 1, 1999 (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1
(Registration No. 333-112676) filed on February 10, 2004).

Manufacturing Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated November 8, 2006 (incorporated by reference to
Exhibit 10.15 to the registrant’s Annual Report on Form 10-K filed on April 2, 2007).

Form of Indemnification Agreement for directors and officers approved by the Board of Directors on September 24, 2007 (incorporated by
reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2007).

Securities Purchase Agreement by and among Corcept Therapeutics Incorporated and the purchasers named therein, dated March 14, 2008
(incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K filed on March 31, 2008).

Amended and Restated Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Joseph K.
Belanoff, M. D., dated September 19, 2008 (incorporated by reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K
filed on March 31, 2009).

Amended and Restated Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and James N.
Wilson, dated September 19, 2008 (incorporated by reference to Exhibit 10.28 to the registrant’s Annual Report on Form 10-K filed on
March 31, 2009).

Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the registrant’s Proxy Statement on Schedule 14A filed
on May 7, 2009).

Securities Purchase Agreement by and among Corcept Therapeutics Incorporated and the purchasers named therein, dated October 12,
2009 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 12, 2009).

Form of Option Agreement for options granted pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by
reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K filed on March 15, 2011).

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Charles Robb, dated September 1,
2011 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on November 8, 2011).

Employment offer letter to Charles Robb dated August 12, 2011 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly
Report on Form 10-Q filed on November 8, 2011).

Corcept Therapeutics Incorporated 2012 Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on May 21, 2012).

Commercial Outsourcing Services Agreement with Integrated Commercialization Solutions, Inc., dated as of April 14, 2011 (incorporated
by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on August 9, 2012).

Form of 2012 Incentive Award Plan Stock Option Grant Notice and Agreement (incorporated by reference to Exhibit 4.5 to the registrant’s
Registration Statement on Form S-8 filed with the SEC on August 13, 2012).

Amendment to Manufacturing Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated February 21, 2013 (incorporated
by reference to Exhibit 10.31 to the registrant’s Annual Report on Form 10-K filed on March 15, 2013).

Pharmaceutical Manufacturer Services Agreement with Centric Health Resources, Inc., dated May 21, 2013 (incorporated by reference to
Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on August 9, 2013).

Amendment to Pharmaceutical Manufacturer Services Agreement with Centric Health Resources, Inc., dated July 22, 2013 (incorporated
by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on August 9, 2013).

Amendment to Manufacturing Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated August 1, 2013 (incorporated by
reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on August 9, 2013).

10.1

10.2#

10.3†

10.4

10.5†

10.6†

10.7†

10.8

10.9†

10.10†

10.11†

10.12†

10.13#

10.14†

10.15

10.16#

10.17#

10.18

Exhibit Number

Description of Document

10.19

10.20

10.21#

10.22

10.23#

10.24

10.25

10.26#

10.27†

10.28†

10.29#

10.30#

Amendment to Manufacturing Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated November 7, 2013 (incorporated
by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 12, 2013).

Amendment to Manufacturing Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated January 27, 2014 (incorporated
by reference to Exhibit 10.34 to the registrant’s Annual Report on Form 10-K filed on March 14, 2014).

Manufacturing and Supply Agreement with Produits Chimiques Auxiliaires et de Synthese SA, dated March 20, 2014 (incorporated by
reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 12, 2014).

First Amendment to the Commercial Outsourcing Services Agreement with Integrated Commercialization Solutions, Inc., effective as of
April 14, 2014 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on August 8, 2014).

Manufacturing Agreement with AAI Pharma Services Corp., dated April 7, 2014 (incorporated by reference to Exhibit 10.2 to the
registrant’s Quarterly Report on Form 10-Q filed on August 8, 2014).

Second Amendment to the Commercial Outsourcing Services Agreement with Integrated Commercialization Solutions, Inc., effective as
of June 11, 2014 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on August 8, 2014).

Third Amendment to the Commercial Outsourcing Services Agreement with Integrated Commercialization Solutions, Inc., effective as of
August 11, 2014 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 7, 2014).

Second Amendment to Pharmaceutical Manufacturer Services Agreement with Dohmen Life Science Services, LLC (as successor in
interest to Centric Health Resources, Inc.) dated October 6, 2014 (incorporated by reference to Exhibit 10.41to the registrant’s Annual
Report on Form 10K filed on March 13, 2015).

Employment offer letter to Robert S. Fishman dated September 16, 2015 (incorporated by reference to Exhibit 10.2 to the registrant’s
Quarterly Report on Form 10-Q filed on November 6, 2015).

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Robert S. Fishman, dated September
28, 2015 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on November 6, 2015).

Distribution Services Agreement, dated August 4, 2017, between Corcept Therapeutics Incorporated and Optime Care, Inc. (incorporated
by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 3, 2017).

Task Order Number One to Distribution Services Agreement, dated August 4, 2017, between Corcept Therapeutics Incorporated and
Optime Care, Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on November 3,
2017.

10.31#

Amendment N°1 to the Manufacturing and Supply Agreement effective 19 March 2014 with PCAS SA, dated July 25, 2018

10.32†

10.33†

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Andreas Grauer, M.D. dated March
18, 2019 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on May 9, 2019).

Employment offer letter to Andreas Grauer, M.D. dated March 18, 2019 (incorporated by reference to Exhibit 10.2 to the registrant’s
Quarterly Report on Form 10-Q filed on May 9, 2019).

10.34

Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, effective as of April 1, 2016.

10.35

10.36

10.37

First Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of June 1, 2017.

Second Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of March 12, 2018.

Third Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of November 8, 2018.

Exhibit Number

Description of Document

10.38

10.39†

10.40†

10.41†

10.42

10.43

23.1

24.1

31.1

31.2

32.1

32.2

Fourth Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of October 23, 2019.

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Hazel Hunt, dated August 3, 2020
(incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020).

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Joseph Douglas (“J.D.”) Lyon, dated
August 3, 2020 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020).

Severance and Change in Control Agreement by and between Corcept Therapeutics Incorporated and Sean Maduck, dated August 3, 2020
(incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020).

Fifth Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of June 17, 2020 (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on
August 4, 2020).

Sixth Amendment to Office Lease Agreement by and between Exponent Realty, LLC and Corcept Therapeutics Incorporated, made and
entered into as of July 22, 2020 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on
November 3, 2020).

Consent of Independent Registered Public Accounting Firm

Power of Attorney (See signature page)

Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Joseph K. Belanoff, M.D.

Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Charles Robb

Certification pursuant to 18 U.S.C. Section 1350 of Joseph K. Belanoff, M.D.

Certification pursuant to 18 U.S.C. Section 1350 of Charles Robb

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document

101.DEF

XBRL Definition Linkbase Document

101.LAB

XBRL Labels Linkbase Document

101.PRE XBRL Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL Document

†

Confidential treatment granted

Management contract or compensatory plan or arrangement

ITEM 16. FORM 10-K SUMMARY

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.

SIGNATURES

CORCEPT THERAPEUTICS INCORPORATED

By:

Date:

/s/ JOSEPH K. BELANOFF
Joseph K. Belanoff, M.D.,
Chief Executive Officer and President
February 23, 2021

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph K.
Belanoff and Charles Robb, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of
substitution, for him or her in any and all capacities, to sign any and all amendments to this report on Form 10-K and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full
power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Exchange Act, this Annual Report on Form 10-K has been signed by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Chief Executive Officer, President and Director

February 23, 2021

Title

Date

Signature

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

/s/ CHARLES ROBB
Charles Robb

(Principal Executive Officer)

Chief Financial Officer and Secretary

(Principal Financial Officer)

/s/ JOSEPH DOUGLAS LYON
Joseph Douglas Lyon

Chief Accounting Officer

(Principal Accounting Officer)

February 23, 2021

/s/ JAMES N. WILSON
James N. Wilson

/s/ GREGG ALTON
Gregg Alton

/s/ G. LEONARD BAKER, JR.
G. Leonard Baker, Jr.

/s/ GILLIAN CANNON
Gillian Cannon

/s/ DAVID L. MAHONEY
David L. Mahoney

/s/ KIMBERLY PARK
Kimberly Park

/s/ DANIEL N. SWISHER, JR
Daniel N. Swisher, Jr.

Director and Chairman of the Board of Directors

February 23, 2021

Director

February 23, 2021

CORCEPT THERAPEUTICS INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Audited Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Consolidated Statement of Stockholders’ Equity

Consolidated Notes to Financial Statements

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Corcept Therapeutics Incorporated

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Corcept Therapeutics Incorporated (the Company) as of December 31, 2020 and 2019,
the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2021 expressed an unqualified
opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the account or disclosure to which it relates.

Inventory Excess and Obsolescence Reserve
Description of the Matter

How We Addressed the Matter in Our Audit

As of December 31, 2020, the Company had $21.2 million of inventory which included $1.7
million of raw materials, $12.9 million of work in progress and $6.6 million of finished goods. As
disclosed in Note 1, inventories are stated at the lower of cost or net realizable value. The
Company assesses its inventory levels each reporting period and writes down inventory that is
either expected to be at risk of expiration prior to sale, or has a cost basis in excess of its expected
net realizable value, or for which there are inventory quantities in excess of expected
requirements.

Auditing management's estimates for excess and obsolete inventory involved subjective auditor
judgment because the estimates rely on a number of factors that are affected by market and
economic conditions outside the Company's control. In particular, the obsolete and excess
inventory calculations are sensitive to significant assumptions, including the expected demand for
the Company’s products, assumptions about the drug’s life cycle, the effect on demand of
competitive products and the Company's purchase commitments.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of
internal controls over the Company's excess and obsolete inventory reserve process including
management’s review of the significant assumptions described above and controls over the
completeness and accuracy of the information used to develop the estimate.

Our substantive audit procedures included, among others, evaluating methodologies used and data
utilized in the analysis for inventory expected to be at risk for expiration or excess. We evaluated
purchase commitments or alternative uses, compared forecasted demand to historical trends,
compared actual inventory levels to forecasted demand requirements and evaluated the sensitivity
of sales forecast assumptions on the amount of inventory reserves recorded.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2001.

Redwood City, California
February 23, 2021

CORCEPT THERAPEUTICS INCORPORATED

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

December 31,

2020

2019

ASSETS
Current assets:
Cash and cash equivalents
Short-term marketable securities
Trade receivables, net of allowances
Inventory
Prepaid expenses and other current assets
Total current assets
Strategic inventory
Operating lease right-of-use asset
Property and equipment, net of accumulated depreciation
Long-term marketable securities
Other assets
Deferred tax assets, net

Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued clinical expenses
Accrued and other liabilities
Short-term operating lease liability
Total current liabilities
Long-term operating lease liability
Long-term accrued income taxes
Total liabilities
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, par value $0.001 per share, 10,000 shares authorized and no shares outstanding at December
31, 2020 and December 31, 2019
Common stock, par value $0.001 per share, 280,000 shares authorized and 122,586 issued and 116,735
outstanding at December 31, 2020 and 119,767 shares issued and 114,549 outstanding at December 31, 2019
Treasury stock; at cost; 5,851 shares of common stock at December 31, 2020 and 5,218 shares of common
stock at December 31, 2019
Additional paid-in capital
Accumulated other comprehensive gain
Retained earnings (accumulated deficit)
Total stockholders’ equity

Total liabilities and stockholders’ equity

76,190 $
364,506
26,198
4,910
6,697
478,501
16,247
2,509
1,675
36,196
5,000
31,603
571,731 $

10,554 $
13,704
21,186
2,050
47,494
501
398
48,393

—

122

(75,795)
516,140
415
82,456
523,338
571,731 $

31,269
244,693
19,928
5,424
6,044
307,358
11,981
3,446
1,050
39,352
3,448
45,677
412,312

7,537
6,477
23,269
1,558
38,841
1,903
386
41,130

—

120

(62,704)
457,060
261
(23,555)
371,182
412,312

The accompanying notes are an integral part of these consolidated financial statements.

CORCEPT THERAPEUTICS INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)

Product revenue, net
Operating expenses:
Cost of sales
Research and development
Selling, general and administrative
Total operating expenses
Income from operations
Interest and other income
Income before income taxes
Income tax expense

Net income
Other comprehensive income:
Net unrealized (loss) gain on available-for-sale investments, net of tax impact of $15, $(104)
and $22
Foreign currency translation gain, net of tax

Total comprehensive income

Basic net income per share

Diluted net income per share

Year Ended December 31,
2019

2020

2018

353,874 $

306,486 $

251,247

5,582
114,764
105,326
225,672
128,202
3,400
131,602
25,591
106,011 $

(50)
204
106,165 $

5,504
89,017
100,359
194,880
111,606
5,070
116,676
22,495
94,181 $

327
4
94,512 $

0.92 $

0.82 $

0.85 $

0.77 $

5,215
75,247
81,289
161,751
89,496
2,657
92,153
16,743
75,410

5
—
75,415

0.65

0.60

Weighted average shares outstanding used in computing net income per share
Basic

Diluted

115,412

124,194

114,349

122,566

115,343

126,688

The accompanying notes are an integral part of these consolidated financial statements.

CORCEPT THERAPEUTICS INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operations:
Stock-based compensation
Amortization (accretion) of interest income
Depreciation and amortization of property and equipment
Deferred income taxes
Non-cash amortization of right-of-use asset
Others
Changes in operating assets and liabilities:
Trade receivables
Other receivable
Inventory
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued clinical expenses
Accrued and other liabilities
Long-term accrued income taxes
Operating lease liability
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from maturities of marketable securities
Purchases of marketable securities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from exercise of stock options, net of issuance costs
Repurchase of common stock
Cash paid to satisfy statutory withholding requirement for the net settlement of cashless
option exercise
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, at beginning of period

Cash and cash equivalents, at end of period

Supplemental disclosure:
Income taxes paid
Cost of shares repurchased for net settlement of cashless option exercise
Recognition of right-of-use asset and lease liability

Year Ended December 31,
2019

2020

2018

106,011 $

94,181 $

75,410

33,539
1,303
525
14,089
1,712
148

(6,270)
—
(3,514)
(653)
(1,552)
3,161
7,227
(2,083)
12
(1,685)
151,970

(1,238)
302,089
(420,114)
(119,263)

23,226
(9,945)

(1,067)
12,214
44,921
31,269
76,190 $

10,856 $
2,079 $
775 $

$
$
$

29,313
(1,738)
703
16,877
1,468
—

(2,340)
—
(1,044)
1,696
(3,398)
(735)
2,956
(517)
147
(1,452)
136,117

(1,088)
182,295
(299,035)
(117,828)

8,419
(30,975)

(6,089)
(28,645)
(10,356)
41,625
31,269 $

23,747
(1,721)
236
14,067
—
—

(2,288)
12,896
(7,779)
(5,071)
—
(389)
1,274
5,044
239
—
115,665

(298)
142,655
(233,124)
(90,767)

9,322
(23,657)

—
(14,335)
10,563
31,062
41,625

6,744 $
1,983 $
4,913 $

1,351
—
—

The accompanying notes are an integral part of these consolidated financial statements

CORCEPT THERAPEUTICS INCORPORATED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

Common Stock

Additional
Paid-in
Capital

Treasury
Stock

Accumulated
Other
Comprehensive
Income (Loss)

Retained Earnings
(Accumulated
Deficit)

Total
Stockholders'
Equity

Balance at December 31, 2017
Issuance of common stock upon exercise of options
Stock-based compensation related to employee and director
options
Other comprehensive loss, net of tax
Purchase of treasury stock
Net income
Balance at December 31, 2018
Issuance of common stock upon exercise of options
Shares tendered to satisfy cost and statutory withholding
requirements for net settlement of cashless option exercises
Stock-based compensation related to employee and director
options
Stock-based compensation related to non-employee options
Other comprehensive income, net of tax
Purchase of treasury stock
Net income
Balance at December 31, 2019
Issuance of common stock upon exercise of options
Shares tendered to satisfy cost and statutory withholding
requirements for net settlement of cashless option exercises
Stock-based compensation related to employee and director
options
Other comprehensive income, net of tax
Purchases of treasury stock
Net income

Balance at December 31, 2020

Shares
114,717
2,121

—
—
(1,807)
—
115,031
2,929

(631)

—
—
—
(2,780)
—
114,549
2,819

(154)

—
—
(479)
—
116,735

Amount

115
2

—
—
—
—
117
3

—

—
—
—
—
—
120
2

—

—
—
—
—
122

384,074
9,320

—
—

23,834
—
—
—
417,228
10,399

—
—
(23,657)
—
(23,657)
—

—

(8,072)

29,201
232
—
—
—
457,060
25,303

33,777
—
—
—
516,140

—
—
—
(30,975)
—
(62,704)
—

(3,146)

—
—
(9,945)
—
(75,795)

(75)
—

—
5
—
—
(70)
—

—

—
—
331
—
—
261
—

—

—
154
—
—
415

(193,146)
—

—
—
—
75,410
(117,736)
—

—

—
—
—
—
94,181
(23,555)
—

—

—
—
—
106,011
82,456

190,968
9,322

23,834
5
(23,657)
75,410
275,882
10,402

(8,072)

29,201
232
331
(30,975)
94,181
371,182
25,305

(3,146)

33,777
154
(9,945)
106,011
523,338

The accompanying notes are an integral part of these consolidated financial statements

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Business and Basis of Presentation

Corcept Therapeutics Incorporated is a commercial-stage pharmaceutical company engaged in the discovery and development of medications that
treat severe metabolic, oncologic and psychiatric disorders by modulating the effect of the hormone cortisol. In 2012, the U.S. Food and Drug
Administration (“FDA”) approved Korlym (“mifepristone”) 300 mg tablets, as a once-daily oral medication for the treatment of hyperglycemia secondary
to hypercortisolism in adult patients with endogenous Cushing’s syndrome who have type 2 diabetes mellitus or glucose intolerance and have failed surgery
or are not candidates for surgery. We have discovered and patented four structurally distinct series of selective cortisol modulators, consisting of more than
1,000 compounds. We are developing compounds from these series as potential treatments for a broad range of serious disorders.

We were incorporated in the State of Delaware in May 1998. Our headquarters are located in Menlo Park, California.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Principles of Consolidation

Our consolidated financial statements include the financial position and results of operations of Corcept Therapeutics UK Limited, our wholly

owned subsidiary, which we incorporated in the United Kingdom in March 2017.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

We reevaluate our estimates and assumptions each quarter, including those related to revenue recognition, recognition and measurement of income
tax assets and liabilities, inventory, allowances for doubtful accounts and other accrued liabilities, including our bonus accrual, clinical trial accruals and
stock-based compensation.

Fair Value Measurements

We value financial instruments using assumptions we believe third-party market participants would use. When choosing which assumptions to make
when determining the value of a financial instrument, we look first for quoted prices in active markets for identical instruments (“Level 1 inputs”). If no
Level 1 inputs are available, we consider (i) quoted prices in non-active markets for identical instruments; (ii) active markets for similar instruments; (iii)
inputs other than quoted prices for the instrument; and (iv) inputs that are not directly observable, but that can be corroborated by observable data (“Level 2
inputs”). In the absence of Level 2 inputs, we rely on unobservable inputs, such as our estimates of the assumptions market participants would use in
pricing the instrument (“Level 3 inputs”).

Cash and Cash Equivalents and Marketable Securities

We consider highly liquid investments that will mature in three months or less from the time we purchase them to be cash equivalents. Cash

equivalents are valued using Level 1 inputs, which approximate our cost.

We invest the majority of our funds in marketable securities, primarily corporate notes, U.S. Treasury securities, asset-backed securities, commercial
paper and repurchase agreements. We classify our marketable securities as available-for-sale securities and report them at fair value as “cash equivalents”
or “marketable securities” on our consolidated balance sheet, with related unrealized gains and losses included in stockholders' equity. Realized gains and
losses and permanent declines in value are included in “interest and other income (expense)” on our consolidated statement of comprehensive income.

Credit and Concentration Risks

Our cash, cash equivalents and marketable securities are held in one financial institution. We are subject to credit risk from our cash equivalents and
marketable securities. We limit our investments to U.S. Treasury obligations and high-grade corporate debt, asset-backed securities and repurchase
agreements with less than a 36-month maturity at the time of purchase.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

These investments are diversified and do not expose us to concentrations of credit risk. We have never experienced a loss in, or lack of access to, our
operating or investment accounts.

We have a single-source manufacturer of mifepristone, the active pharmaceutical ingredient (API), in Korlym - Produits Chimiques Auxiliaires et de
Synthèse SA (PCAS). If PCAS is unable or unwilling to manufacture API in the amounts and time frames required, we may not be able to manufacture
Korlym in a timely manner. In order to mitigate this risk, we have purchased and hold in inventory a reserve quantity of mifepristone API.

We have a concentration of risk in regard to the distribution of our product. A single specialty pharmacy, Optime Care, Inc. (“Optime”), dispenses
Korlym to patients for us. Optime is an independent third party. Its unwillingness or inability to dispense Korlym to patients in a timely manner would
harm our business.

We sell the Korlym that Optime dispenses directly to patients, with title to the medicine passing directly from us to the patient upon the patient’s
receipt of the drug. Our receivables risk is spread among various third-party payers - pharmacy benefit managers, insurance companies, government
programs and private charities. We extend credit to third-party payers based on their creditworthiness. We monitor our exposure and record an allowance
against uncollectible trade receivables as necessary. To date, we have not incurred any credit losses.

Inventory and Cost of Sales

Regulatory approval of product candidates is uncertain. Because product manufactured prior to regulatory approval may not be sold unless
regulatory approval is obtained, we record the cost of manufacturing our product candidates as research and development expenses at the time such costs
are incurred. We capitalize to inventory manufacturing costs related to Korlym.

Cost of sales also includes the cost of manufacturing Korlym, including materials, third-party manufacturing costs and indirect personnel and other

overhead costs, based on the number of Korlym tablets for which we recognize revenue, as well as costs of stability testing, logistics and distribution.

We classify inventory we do not expect to sell or use in clinical studies within 12 months of the balance sheet date as strategic inventory, a non-

current asset.

Net Product Revenue

We sell Korlym directly to patients through a single specialty pharmacy. We also sell Korlym to a specialty distributor (“SD”), for which we
recognize revenue at the time the SD receives Korlym. SD sales were less than one percent of our net revenue in the years ended December 31, 2020, 2019
and 2018.

To determine our revenue from the sale of Korlym, we (i) identify our contract with each customer; (ii) identify the obligations of Corcept and the
customer under the contract; (iii) determine the contracted transaction price; (iv) allocate the transaction price to the contract’s performance obligations,
which in our case consists of delivering Korlym to the customer; and (v) recognize revenue once Korlym has been delivered, provided we deem it probable
that we will collect the payment due to us.

Confirmation of coverage by private or government insurance or by a third-party charity is a prerequisite for selling Korlym to a patient.

To determine net product revenue, we deduct from sales the cost of our patient co-pay assistance program and our estimates of (a) government
chargebacks and rebates, (b) discounts provided to our SD for prompt payment and (c) reserves for expected Korlym returns. We record these estimates at
the time we recognize revenue and update them as new information becomes available. Our estimates take into account our understanding of the range of
possible outcomes. If results differ from our estimates, we adjust our estimates, causing a change to our net product revenue and earnings. We report any
changes in the period they become known, even if they concern transactions occurring in prior periods.

Government Rebates: Korlym is eligible for purchase by, or qualifies for reimbursement from, Medicaid and other government programs that are

eligible for rebates on the price they pay for Korlym. To determine the appropriate amount to

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

reserve against these rebates, we identify Korlym sold to patients covered by government-funded programs, apply the applicable government discount to
these sales, then estimate the portion of total rebates we expect will be claimed.

Chargebacks. Although we sell Korlym to the SD at full price, some of the government entities to which the SD sells receive a discount. As it makes
such sales, SD recovers the full amount of any related discounts by reducing its payment to us (this reduction is called a “chargeback”). Chargebacks
sometimes relate to Korlym purchased by the SD in prior periods. We deduct from our revenue in each period chargebacks claimed by the SD for Korlym it
purchased in that period. We also create each period a reserve for chargebacks we estimate the SD will claim in future periods against Korlym it has not yet
resold. We determine the amount of this reserve based on our experience with SD chargebacks and our understanding of the SD’s customer base and
business practices. We then deduct this reserve from revenue and include in accrued expenses on our consolidated balance sheet a current liability of equal
amount.

Patient Assistance Program and Charitable Support: It is our policy that no patient be denied Korlym due to inability to pay. We provide financial
assistance to eligible patients whose insurance policies have high deductibles or co-payments and deduct the amount of such assistance from gross revenue.
We determine the assistance we provide each patient by applying our program guidelines to that patient’s financial position and their insurance policy’s co-
payment and deductible requirements for the purchase of Korlym. We donate cash to charities that help patients with financial need pay for the treatment of
Cushing’s syndrome. We do not include payments from these charities in revenue, but as a deduction to selling, general and administrative expenses. We
provide Korlym at no cost to uninsured patients who do not qualify for charitable support.

Sales Returns: Federal law prohibits the return of Korlym sold to patients. Sales to our SD are subject to return. We deduct the amount of Korlym we
estimate the SD will return from each period’s gross revenue. We base our estimates on quantitative and qualitative information including, but not limited
to, historical return rates, the amount of Korlym held by the SD and projected demand. If we cannot reasonably estimate returns with respect to a particular
sale, we defer recognition of revenue until we can make a reasonable estimate. To date, returns have not been significant.

The following table summarizes activity in each of the product revenue allowance and reserve categories for the year ended December 31, 2020:

Balance at December 31, 2017:
Provision recorded during the period
Provision related to prior period sales
Credit or payments made during the period
Balance at December 31, 2018:
Provision related to current period sales
Provision related to prior period sales
Credit or payments made during the period
Balance at December 31, 2019:
Provision related to current period sales
Provision related to prior period sales
Credit or payments made during the period

Balance at December 31, 2020:

Leases

Chargebacks

927 $

2,687
—
(3,268)
346
783
—
(852)
277
519
(3)
(630)
163 $

Government
Rebates
(in thousands)

7,961 $

28,628
532
(25,988)
11,133
24,374
(95)
(27,203)
8,209
27,698
(631)
(25,864)

9,412 $

Total

8,888
31,315
532
(29,256)
11,479
25,157
(95)
(28,055)
8,486
28,217
(634)
(26,494)
9,575

We determine whether an arrangement contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration. To determine whether a contract is or contains a lease, we consider all relevant
facts and circumstances to assess whether the customer has the right to both (i) obtain substantially all of the economic benefits from use of the identified
asset and (ii) direct the use of the identified asset.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

We recognize right-of-use assets and lease liabilities at lease commencement. We measure lease liabilities based on the present value of lease
payments over the lease term discounted using the rate equal to the rate we would pay on a loan with monthly payments and a term equal to the monthly
payments and remaining term of our lease. We estimate our incremental borrowing rate based on non-tender bank quotes and an analysis of public
companies with debt and credit carrying terms similar to our lease term. We do not include in the lease term options to extend or terminate the lease unless
it is reasonably certain at commencement that we will exercise any such options. We account for the lease components separately from non-lease
components for our operating leases.

We measure right-of-use assets based on the corresponding lease liabilities adjusted for (i) prepayments made to the lessor at or before the
commencement date, (ii) initial direct costs we incur, and (iii) tenant incentives under the lease. We evaluate the recoverability of our right-of-use assets for
possible impairment in accordance with our long-lived assets policy. We do not recognize right-of-use assets or lease liabilities for leases with a term of
twelve months or less; rather, we recognize the associated lease payments in the consolidated statements of comprehensive income on a straight-line basis
over the lease term.

Operating leases are reflected on our consolidated balance sheets as operating lease right-of-use assets, short-term operating lease liabilities and

long-term operating lease liabilities.

We begin recognizing operating lease expense when the lessor makes the underlying asset available to us. We recognize operating lease expense

under our operating leases on a straight-line basis. Variable lease payments are expensed as incurred.

The Company did not have any finance leases at either December 31, 2020 or 2019.

Research and Development

Research and development expenses include the direct cost of discovering and screening new compounds, pre-clinical studies, clinical trials,
manufacturing development, submissions to regulatory agencies and related overhead costs. We expense nonrefundable payments and the cost of
technologies and materials used in research and development as we incur them.

Segment Reporting

We determine our operating segments based on the way we organize our business, make decisions and assess performance. We have only one

operating segment, which is the discovery, development and commercialization of pharmaceutical products.

Stock-Based Compensation

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and
liabilities for the expected tax consequences of our future financial and operating activities. Under ASC 740, we determine deferred tax assets and liabilities
based on the temporary difference between the financial statement and tax bases of assets and liabilities using the tax rates in effect for the year in which
we expect such differences to reverse. If we determine that it is more likely than not that we will not generate sufficient taxable income to realize the value
of some or all of our deferred tax assets (net of our deferred tax liabilities), we establish a valuation allowance offsetting the amount we do not expect to
realize. We perform this analysis each reporting period and reduce our measurement of deferred taxes, if the likelihood we will realize them becomes
uncertain.

The deferred tax assets we record each period depend primarily on our ability to generate future taxable income in the United States. Each period,
we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax
assets are recorded only to the extent we conclude it is more likely than

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the
amount of, a valuation allowance may also change.

We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities, should
any arise, and the implementation of tax planning strategies. Evaluating and quantifying these amounts is difficult and involves significant judgment, based
on all of the available evidence and assumptions about our future activities.

We account for uncertain tax positions in accordance with ASC 740, which requires us to adjust our consolidated financial statements to reflect only
those tax positions that are more-likely-than-not to be sustained upon review by federal or state examiners. We recognize in the consolidated financial
statements the largest expected tax benefit that has a greater than 50 percent likelihood of being sustained on examination by the taxing authorities. We
report interest and penalties related to unrecognized tax benefits as income tax expenses.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial

Instruments,” which changes the methodology for measuring credit losses on financial instruments and when such losses are recorded. This standard is
effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. We adopted this standard on January 1, 2020 using
the modified retrospective approach with the cumulative effect of the adoption recorded as an adjustment to retained earnings. It had no impact on our
consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12 (ASC Topic 740), “Simplifying the Accounting for Income Taxes.” This standard simplifies
accounting for income taxes by removing certain exceptions to the general principles and clarifying existing guidance. This standard will be effective for
fiscal years, and interim periods within those years, beginning after December 15, 2020. We will adopt the new standard in the first quarter of 2021. The
adoption of this standard is not expected to have a significant impact on our consolidated financial statements.

2. Significant Agreements

Commercial Agreements

In August 2017, we entered into a distribution services agreement with an independent third party, Optime, to provide exclusive specialty pharmacy
and patient services programs for Korlym beginning August 10, 2017. Under the terms of this agreement, Optime acts as the exclusive specialty pharmacy
distributor of Korlym in the United States, subject to certain exceptions. Optime provides services related to pharmacy operations; patient intake, access
and reimbursement; patient support; claims management and accounts receivable; and data and reporting. We provide Korlym to Optime, which it
dispenses to patients. Optime does not purchase Korlym from us and it does not take title to the product. Title passes directly from us to the patient at the
time the patient receives the medicine.

The initial term of our agreement with Optime is five years, unless terminated earlier by us upon 90 days’ notice. The agreement contains additional
customary termination provisions, representations, warranties and covenants. Subject to certain limitations, we have agreed to indemnify Optime for certain
third-party claims related to the product, and we have each agreed to indemnify the other for certain breaches of representations, warranties, covenants and
other specified matters.

Manufacturing Agreements Related to Korlym

We purchase all of our API for Korlym from PCAS. On July 25, 2018, we amended our agreement with PCAS to add a second manufacturing site
and extend its term to December 31, 2021, with two one-year automatic renewals, unless either party provides 12 months advance written notice of its
intent not to renew. The amendment provides exclusivity between PCAS and Corcept. In the event PCAS cannot meet our requirements, we may purchase
API from another supplier. As of December 31, 2020, there were no minimum future purchase obligations under this agreement.

We have agreements with two third-party manufacturers to produce and bottle Korlym tablets.

Lease Agreement

See discussion below in Note 5, Leases, regarding our office lease.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3. Available for Sale Securities and Fair Value Measurements

The available-for-sale securities in our Consolidated Balance Sheets are as follows:

Cash equivalents
Short-term marketable securities
Long-term marketable securities

Total marketable securities

Year Ended December 31,
2019
2020

(in thousands)

50,524 $
364,506
36,196
451,226 $

18,461
244,693
39,352
302,506

The following table presents our available-for-sale securities grouped by asset type:

December 31, 2020

December 31, 2019

Fair Value
Hierarchy
Level

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated Fair
Value

Amortized
Cost

(in thousands)

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated Fair
Value

Corporate bonds
Commercial paper
Asset-backed securities
Repurchase agreements
U.S. treasury securities
Money market funds

Total Marketable securities

Level 2
Level 2
Level 2
Level 2
Level 1
Level 1

96,999
139,791
39,243
—
124,461
50,524
451,018

74
—
15
—
131
—
220

(9)
—
(1)
—
(2)
—
(12)

97,064
139,791
39,257
—
124,590
50,524
451,226

109,780
41,237
57,195
18,000
75,574
461
302,247

136
—
63
—
71
—
270

(6)
—
(5)
—
—
—
(11)

109,910
41,237
57,253
18,000
75,645
461
302,506

We estimate the fair value of marketable securities classified as Level 1 using quoted market prices for these or similar investments obtained from a
commercial pricing service. We estimate the fair value of marketable securities classified as Level 2 using inputs that may include benchmark yields,
reported trades, broker/dealer quotes and issuer spreads.

We periodically review our debt securities to determine if any of our investments is impaired due to credit-related or other issues. If the fair value of
our investment in any debt security is less than our amortized cost basis, we determine whether an allowance for credit losses is appropriate by assessing
quantitative and subjective factors including, but not limited to, the nature of security, changes in credit ratings, analyst reports concerning the security’s
issuer and industry, interest rate fluctuations and general market conditions.

Unrealized losses on our available-for-sale debt securities as of December 31, 2020 were not significant and were primarily due to changes in

interest rates, and not increased credit risk. Accordingly, we have not recorded an allowance for credit losses associated with these investments.

We do not intend to sell the investments that are currently in an unrealized loss position, and it is highly unlikely that we will be required to sell the

investments before recovery of their amortized cost basis, which may be maturity.

We classified accrued interest on our marketable securities of $1.3 million and $1.0 million as of December 31, 2020 and 2019, respectively, as

prepaid and other current assets on our consolidated balance sheet.

As of December 31, 2020, all our marketable securities had original maturities of less than two years. The weighted-average maturity of our
holdings was five months. As of December 31, 2020, our long-term marketable securities had remaining maturities ranging from 13 to 17 months. None of
our marketable securities changed from one fair value hierarchy to another during the year ended December 31, 2020.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

4. Composition of Certain Balance Sheet Items

Inventory

Raw materials
Work in progress
Finished goods

Total inventory

Less strategic inventory classified as non-current

Total inventory classified as current

Year Ended December 31,
2019
2020

(in thousands)
1,685 $

12,916
6,556
21,157
(16,247)

4,910 $

1,389
10,086
5,930
17,405
(11,981)
5,424

Because we rely on a single manufacturer for the API for Korlym, we have purchased and hold significant quantities of API. We classify inventory

we do not expect to sell within 12 months of the balance sheet date as “Strategic Inventory,” a long-term asset.

Property and Equipment

Furniture and equipment
Software
Leasehold improvements

Less accumulated depreciation

Property and equipment, net of accumulated depreciation

Accrued and other liabilities

Accrued compensation
Government rebates
Accrued selling and marketing costs
Legal fees
Professional fees
Other

Total accrued and other liabilities

Other assets

Year Ended December 31,
2019
2020

(in thousands)

810 $

1,485
1,233
3,528
(1,853)
1,675 $

Year Ended December 31,
2019
2020

(in thousands)

10,144 $
9,412
665
612
151
202
21,186 $

304
1,541
533
2,378
(1,328)
1,050

12,331
8,209
491
1,087
367
784
23,269

As of December 31, 2020 and 2019, other assets includes $4.8 million and $3.3 million of deposits for clinical trials, respectively.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

5. Leases

We lease our office facilities in Menlo Park, California. In January 2019, we recognized a right-of-use asset and a corresponding lease liability of
$1.9 million. In October 2019, we amended the lease to extend its term from March 31, 2020 to March 31, 2022 and to add more space beginning April 1,
2020. In June 2020, we amended our lease commencement date for additional space to June 15, 2020. As a result of this amendment, we recognized an
additional right-of-use asset and corresponding lease liability of $0.8 million. The right-of-use asset and lease liability recognized equals the present value
of the remaining payments due under our amended lease.

As the operating lease for our facilities does not include an expressly stated interest rate, we calculated the present value of remaining lease
payments using a discount rate equal to the interest rate we would pay on a loan with monthly payments and a term equal to the monthly payments and
remaining term of our lease. We recognize operating lease payments as expenses using the straight-line method over the term of the lease.

Operating lease expense for the years ended December 31, 2020 and 2019 was approximately $1.9 million and $1.5 million, respectively. Rent

expense for the year ended December 31, 2018 was $1.3 million.

Our right-of-use assets and related lease liabilities were as follows:

Cash paid for operating lease liabilities
Right-of-use assets obtained in connection with operating lease obligations
Weighted-average remaining lease term (years)
Weighted-average discount rate

Year Ended December 31,

2020

2019

(in thousands)

$
$

1,840
775
15 months
4.8 %

1,551
4,913
27 months
5.0 %

As of December 31, 2020, future minimum lease payments under non-cancelable operating leases were as follows (in thousands):

2021
2022

Less imputed interest

Total operating lease liabilities

6. Related Party Transactions

2,109
530
2,639
(88)
2,551

In February 2020, we purchased from our Chief Executive Officer $0.3 million of our common stock at a price of $13.54 per share, which was the
last quoted price per share on the Nasdaq Capital Market on the date of purchase. We purchased the shares in order to provide him with liquidity to satisfy
the tax liability arising from his net (cashless) exercise in 2019 of stock options that were about to expire.

There were no other related party transactions during the years ended December 31, 2020, 2019, and 2018.

7. Preferred Stock and Stockholders’ Equity

Preferred Stock

Our Board of Directors is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue up to an aggregate of
10,000,000 shares of preferred stock at $0.001 par value in one or more series and to fix the rights, preferences, privileges and restrictions granted to or
imposed upon the preferred stock, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences. The rights
of the holders of common stock will be subject to the rights of holders of any preferred stock that may be issued in the future. As of December 31, 2020 and
2019, we had no outstanding shares of preferred stock.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

Common Stock

Significant stock transactions

On November 3, 2020, we announced that our Board of Directors approved a program to repurchase up to $200 million of our common stock (the
“Stock Repurchase Program”). Unless it is terminated or suspended prior to its expiration, the Stock Repurchase Program will remain in effect until
September 30, 2021. The timing and amount of any repurchases pursuant to it will be determined based on market conditions, stock price and other factors.
The Stock Repurchase Program does not require us to acquire any specific number of shares and it may be modified, suspended or discontinued at any time
without notice. Repurchases pursuant to the Stock Repurchase Program may be made through a variety of methods, including open market purchases,
privately negotiated transactions, block trades, accelerated share repurchase transactions or any combination of such methods.

During the year ended December 31, 2020, we repurchased 0.5 million shares of common stock under the Stock Repurchase Program in open
market transactions at a cost of $9.7 million (average price of $21.08 per share). During the years ended December 31, 2019 and 2018, we repurchased 2.8
million and 1.8 million shares of common stock at a cost of $31.0 million and $23.7 million, respectively, under a Stock Repurchase Program that expired
on June 30, 2019. We recorded repurchased shares as treasury stock on our consolidated balance sheet, at cost. We have not decided whether repurchased
shares will be retired or sold.

During the years ended December 31, 2020, 2019 and 2018, we issued 2.8 million, 2.9 million and 2.1 million shares, respectively, of our common

stock upon the exercise of stock options.

We have never declared or paid any dividends.

Shares of common stock reserved for future issuance as of December 31, 2020 are as follows:

Common stock:
Exercise of outstanding options
Shares available for grant under stock option plans

(in thousands)
24,946
9,041
33,987

On February 4, 2021, our Board of Directors authorized an additional increase of 4.7 million shares in the number of shares available under the 2012

Equity Incentive Plan (the “2012 Plan”), which was equivalent to 4% of the shares of our common stock outstanding at December 31, 2020.

Stock Option Plans

We have two stock option plans – the 2004 Equity Incentive Plan (the “2004 Plan”) and the 2012 Incentive Award Plan (the “2012 Plan”).

In 2004, our Board of Directors and stockholders approved the 2004 Plan, which became effective upon the completion of our initial public offering
(IPO). Under the 2004 Plan, options, stock purchase and stock appreciation rights and restricted stock awards can be issued to our employees, officers,
directors and consultants. The 2004 Plan provided that the exercise price for incentive stock options will be no less than 100% of the fair value of the
Company’s common stock, as of the date of grant. Options granted under the 2004 Plan vest over periods ranging from one year to five years. The vesting
period of the options is generally equivalent to the requisite service period.

In 2012, our Board of Directors and stockholders approved the 2012 Plan. As of the effective date of the 2012 Plan, 5.3 million shares that remained
available for issuance of new grants under the 2004 Plan were transferred to the 2012 Plan. After that date, no additional options were or will be issued
under the 2004 Plan. Vested options under the 2004 Plan that are not exercised within the remaining contractual life and any options under the 2004 Plan
that do not vest because of terminations after the effective date of the 2012 Plan will be added to the pool of shares available for future grants under the
2012 Plan.

Under the 2012 Plan, we can issue options, stock purchase and stock appreciation rights and restricted stock awards to our employees, officers,
directors and consultants. The 2012 Plan provides that the exercise price for incentive stock options will be no less than 100 percent of the fair value of our
common stock as of the date of grant. Options granted under the 2012 Plan carry a contractual term of ten years and are expected to vest over periods
ranging from one year to four years. We assume the vesting period of the options that we grant under the 2012 Plan to be equal to the option grantee’s
period of service.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

Upon exercise of options, new shares are issued.

Option activity during 2018, 2019 and 2020

The following table summarizes all activity under the 2004 Plan and the 2012 Plan:

Outstanding Options

Shares
Available For
Future Grant
(in thousands)

Options
Shares
Subject to
Options
Outstanding
(in thousands)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Life
(in years)

Aggregate
Intrinsic
Value
(in thousands)

8,624
4,582
(5,225)
—
1,060
9,041

23,600 $
—
5,225 $
(2,819) $
(1,060) $
24,946 $

17,047 $

8.77

13.84
8.97
13.11

9.62

7.83

6.17 $

412,494

5.09 $

312,481

24,254 $

9.51

6.10 $

403,738

Balance at December 31, 2019

Increase in shares authorized for grant
Shares granted
Shares exercised
Shares canceled and forfeited

Balance at December 31, 2020

Options exercisable at December 31, 2020

Options fully vested and expected to vest
at December 31, 2020

The total intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $28.8 million, $26.6 million and $26.6

million, respectively, based on the difference between the closing price of our common stock on the date of exercise of the options and the exercise price.

The total fair value of options that vested during the years ended December 31, 2020, 2019 and 2018 was $34.0 million, $30.2 million and $22.6

million, respectively.

Stock-Based Compensation related to Employee and Director Options

The following table summarizes the weighted-average assumptions and resultant fair value-based measurements for options granted to employees

and directors.

Weighted-average assumptions for stock options granted:

Risk-free interest rate
Expected term
Expected volatility of stock price
Dividend rate

Weighted-average grant date fair value-based measurement

Year Ended December 31,
2019

2020

2018

1.20%
6.0 years
59.1%
0%
$7.55

2.34%
6.0 years
67.4%
0%
$7.09

2.68%
5.9 years
67.9%
0%
$10.11

The expected term of options reflected in the table above has been based on a formula that considers the expected service period and expected post-

vesting termination behavior depending on whether the option holder is an employee, officer or director.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

The expected volatility of our stock used in determining the fair value-based measurement of option grants to employees, officers and directors is
based on the volatility of our stock price. The volatility is based on historical data of the price for our common stock for periods of time equal to the
expected term of these grants.

We calculate employee stock-based compensation expense using the number of options we expect to vest, based on our estimate of the option
grantees’ average length of employment, and reduced by our estimate of option forfeitures. We estimate forfeitures at the time of option grant and revise
this estimate in subsequent periods if actual forfeitures differ from our estimates.

As of December 31, 2020, we had $54.8 million of unrecognized compensation expense for employee and director options outstanding as of that

date, which had a weighted-average remaining vesting period of 2.39 years.

Summary of Stock-based Compensation

The following table presents a summary of stock-based compensation by financial statement classification.

Stock-based compensation capitalized in inventory
Cost of sales
Research and development
Selling, general and administrative

Total stock-based compensation

8. Net Income Per Share

2020

Year Ended December 31,
2019
(in thousands)

2018

238 $
66
11,222
22,251
33,777 $

120 $
144
9,541
19,628
29,433 $

87
259
7,012
16,476
23,834

We compute basic and diluted net income per share by dividing our net income by the weighted-average number of common shares outstanding
during the period. We used the treasury stock method to determine the number of dilutive shares of common stock resulting from the potential exercise of
stock options. The statements of consolidated comprehensive income show the computation of net income per share for each period, including the number
of weighted-average shares outstanding.

The following table shows the computation of net income per share for each period:

2020

Year Ended December 31,
2019
(in thousands, except per share data)

2018

Numerator:

Net income
Denominator:

Weighted-average shares used to compute basic net income per share
Dilutive effect of employee stock options

Weighted-average shares used to compute diluted net income per share
Net income per share

Basic

Diluted

106,011 $

94,181 $

75,410

115,412
8,782
124,194

114,349
8,217
122,566

0.92 $

0.85 $

0.82 $

0.77 $

115,343
11,345
126,688

0.65

0.60

As of December 31, 2020, 2019, and 2018 we had 24.9 million, 23.6 million, and 22.8 million stock options outstanding, respectively.

Because including them would have reduced dilution, we excluded from the computation of diluted net income per share, on a weighted-average

basis 11.2 million, 9.9 million and 5.0 million stock options outstanding during the years ended December 31, 2020, 2019, and 2018, respectively,

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

9. Income Taxes

The domestic and foreign components of income before income taxes were as follows:

Domestic
Foreign

Income before income taxes

2020

Year Ended December 31,
2019
(in thousands)

2018

131,634 $
(32)
131,602 $

116,676 $
—
116,676 $

92,153
—
92,153

The income tax expense for the year ended December 31, 2020, 2019, and 2018 consisted of the following:

U.S. federal taxes:

Current
Deferred
Total U.S. federal taxes

State taxes:
Current
Deferred
Total state taxes

Foreign taxes:

Current
Deferred
Total foreign taxes

Total

2020

Year Ended December 31,
2019
(in thousands)

2018

6,094 $

1,716 $

14,418
20,512

5,368
520
5,888

15,944
17,660

3,900
935
4,835

$
$

41 $
(850) $
(809)
25,591 $

— $
— $
—
22,495 $

—
14,243
14,243

2,676
(176)
2,500

—
—
—
16,743

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows:

Deferred tax assets:

Federal and state net operating losses
Capitalized research and patent costs
Research credits
Stock-based compensation costs
Operating lease liability
Other
Total deferred tax assets

Valuation allowance
Deferred tax liabilities

Operating lease right-of-use asset
Total deferred tax liabilities

Net deferred tax assets

Year Ended December 31,
2019
2020

(in thousands)
5,412 $
5,139
15,107
14,043
630
3,473
43,804
(11,581)

(620)
(620)
31,603 $

7,391
7,317
26,164
12,026
857
4,186
57,941
(11,410)

(854)
(854)
45,677

Each quarter, we assess the likelihood that we will generate sufficient taxable income to use our federal and state deferred tax assets. If we believe
that recovery of these deferred tax assets is not more likely than not, we will establish a valuation allowance. Significant judgment is required in
determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available
evidence, including recent operating results, projections of future taxable income, our ability to utilize net operating losses and tax credit carryforwards,
and the feasibility of tax planning strategies. Other than valuation allowances against our California net deferred tax assets, we have determined that it is
more likely than not we will realize the benefit related to all other deferred tax assets. If we increase a valuation allowance, we will include an expense of
equal amount in the Condensed Consolidated Statement of Comprehensive Income in the period in which such determination is made.

The valuation allowance increased by $0.2 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively, and decreased by

$1.3 million for the year ended December 31, 2018.

At December 31, 2020, we had California net operating loss carryforwards of $75.2 million, which will begin to expire in the year 2032, and net
operating loss carryforwards from other states of $2.9 million, which will begin to expire in the year 2024 if not utilized. On June 29, 2020, the California
governor signed Assembly Bill 85 (“AB 85”) into law. AB 85 limits the use of business incentive tax credits and suspends the use of California net
operating losses for 2020, 2021 and 2022 for companies with taxable income of $1 million or more. AB 85 will not have a material impact on our
condensed consolidated financial statements.

At December 31, 2020, we also had federal research and development tax credits of $6.8 million and orphan drug tax credits of $7.8 million,
respectively, and California research and development credits of $8.5 million. The federal research credits will expire in the years 2039 through 2040 and
the California research credits have no expiration date.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

The following table presents a reconciliation from the statutory federal income tax rate to the effective rate.

U.S. federal taxes at statutory rate
R&D and other credits
State income taxes
Non-deductible compensation
Stock-based compensation
Other
Total

2020

Year Ended December 31,
2019
(in thousands)

2018

27,636 $
(6,666)
4,651
1,508
(1,551)
13
25,591 $

24,502 $
(4,504)
3,819
657
(2,107)
128
22,495 $

19,354
(2,178)
1,975
394
(3,165)
363
16,743

We maintain liabilities for uncertain tax positions. The measurement of these liabilities involves considerable judgment and estimation and are
continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases,
and other pertinent information.

The aggregate annual changes in the balance of gross unrecognized tax benefits are as follows (in thousands):

Beginning Balance
Increase in tax positions for prior years
Decrease in tax positions for prior years
Increase in tax positions for current year
Decrease in tax positions for current year
Ending Balance

Year Ended December 31,
2019

2020

2018

6,029 $
158
—
1,284
—
7,471 $

4,756 $
261
—
1,012
—
6,029 $

4,139
—
(135)
752
—
4,756

As of December 31, 2020, the amount of unrecognized tax benefits that would favorably impact the effective tax rate were approximately $6.1
million, and approximately $1.4 million of unrecognized tax benefits would be offset by a change in valuation allowance. A valuation allowance is
maintained on the remaining tax benefits related to California deferred tax assets and would not impact the effective tax rate. We had no or immaterial
amounts of accrued interest and no accrued penalties related to unrecognized tax benefits as of December 31, 2020, 2019 and 2018. We do not expect our
unrecognized tax benefits to change materially over the next 12 months.

While we believe we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than the recorded
position. Accordingly, our provisions on federal and state tax-related matters to be recorded in the future may change as revised estimates are made or the
underlying matters are settled or otherwise resolved.

The Company’s primary tax jurisdiction is the United States. For federal and state tax purposes, the years 1999 through 2020 remain open and

subject to tax examination by the appropriate federal or state taxing authorities.

10. Commitments and contingencies

We have entered into a number of agreements to purchase API for the manufacturing of relacorilant, miricorilant and exicorilant. We have also
entered into a number of agreements to perform clinical studies on miricorilant and CORT113176. See the discussion in Note 2, Significant Agreements,
for further discussion regarding the commitments under these agreements.

In March 2020, to ensure we have sufficient API to meet future demand for Korlym tablets, we committed to purchase an additional 400 kilograms

of API from Produits Chimiques Auxiliaires et de Synthese SA (“PCAS,” a member of the Seqens Group) for a total price of $5.9 million. As of
December 31, 2020, there remained no obligation in connection with this purchase commitment.

CORCEPT THERAPEUTICS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

In the ordinary course of business, we may be subject to legal claims and regulatory actions that could have a material adverse effect on our business
or financial position. We assess our potential liability in such situations by analyzing the possible outcomes of various litigation, regulatory and settlement
strategies. If we determine a loss is probable and its amount can be reasonably estimated, we accrue an amount equal to the estimated loss.

No losses and no provision for a loss contingency have been recorded to date.

11. Quarterly Financial Data (Unaudited)

The following table is in thousands, except per share amounts:

Quarter Ended

March 31

June 30

September 30

December 31

2020
Product revenue, net
Gross profit on product revenue
Net income
Basic net income per share
Diluted net income per share

2019
Product revenue, net
Gross profit on product revenue
Net income
Basic net income per share
Diluted net income per share

88,565 $
87,331
28,327

0.25 $
0.23 $

72,257 $
70,880
20,186

0.18 $
0.17 $

86,327 $
85,111
21,625

0.19 $
0.17 $

81,505 $
80,054
26,340

0.23 $
0.22 $

85,735
84,481
25,994
0.22
0.20

87,895
86,459
29,381
0.26
0.24

$
$

93,247 $
91,369
30,065

0.26 $
0.25 $

64,829 $
63,589
18,274

0.16 $
0.15 $

DESCRIPTION OF

COMMON STOCK

Exhibit 4.2

The following description of Corcept’s common stock is a summary. This summary is subject to the General Corporation Law of the State of
Delaware (the “DGCL”) and the complete text of Corcept’s amended and restated certificate of incorporation (the “certificate of incorporation”) and
amended and restated bylaws (the “bylaws”), filed as Exhibits 3.1 and 3.2, respectively, to our Annual Report on Form 10-K. We encourage you to read
that law and those documents carefully.

Common Stock

General

The certificate of incorporation authorizes 280,000,000 shares of common stock, $0.001 par value per share.

Voting Rights

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of
directors, provided, however, that except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the
certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are
entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to the certificate of
incorporation. No holder of our common stock has cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled
to vote in any election of directors can elect all of the directors standing for election, if they so choose.

Dividends

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably

those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of Corcept’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally
available for distribution to stockholders after the payment of all of Corcept’s debts and other liabilities and the satisfaction of any liquidation preference
granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences

Holders of common stock have no preemptive rights or conversion rights or other subscription rights, and there are no redemption or sinking fund
provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock which we may designate in the future.

Fully Paid and Non-assessable

All outstanding shares of common stock are fully paid and non-assessable.

Annual Stockholder Meetings

The certificate of incorporation and bylaws provide that annual stockholder meetings will be held at such place, on such date and at such time as
designated by resolution of the board of directors from time to time. To the extent permitted under applicable law, we may but are not obligated to conduct
meetings by remote communications, including by webcast.

Anti-Takeover Effects of Provisions

Some provisions of Delaware law and the certificate of incorporation and bylaws could make the following transactions difficult: acquisition by
means of a tender offer; acquisition by means of a proxy contest or otherwise; or removal of incumbent officers and directors. It is possible that these
provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in
the best interests of Corcept, including transactions that might result in a premium over the market price for shares of common stock.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control to first negotiate with Corcept’s board of directors. We believe that the benefits of protection
to Corcept’s potential ability to negotiate with the proponent of an

unfriendly or unsolicited proposal to acquire or restructure Corcept outweigh the disadvantages of discouraging these proposals because negotiation of
these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute

Section 203 of the DGCL prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a publicly-held
Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction
in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an
“interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested
stockholder status did own, 15% or more of a corporation’s voting stock and a “business combination” includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to
transactions not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a premium over the market price
of our common stock.

Undesignated Preferred Stock

Under our amended and restated certificate of incorporation, our board of directors has the authority, without action by our stockholders, to
designate and issue up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series and to designate the rights, preferences and
privileges of each series, any or all of which may be greater than the rights of our common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock upon the rights of holders of our common stock until our board of directors determines the specific rights of the holders of
preferred stock. However, the effects might include, among other things, restricting dividends on the common stock, diluting the voting power of the
common stock, impairing the liquidation rights of the common stock and delaying or preventing a change in control of our common stock without further
action by our stockholders and may adversely affect the market price of our common stock. As of January 31, 2021, no shares of our preferred stock were
outstanding.

Special Stockholder Meetings

The bylaws provide that a special meeting of stockholders may be called only by the chairman of the board of directors or secretary of Corcept at

the request in writing of a majority of the board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

The bylaws sets forth advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors,

other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies

The size of the board of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a
majority of the board of directors. In any uncontested elections of directors, a director nominee for the board of directors will be elected by the affirmative
vote of a majority of the votes cast with respect to such director by the shares represented and entitled to vote at a meeting of the stockholders for the
election of directors at which a quorum is present, voting together as a single class. An incumbent director who is nominated for an uncontested election
and fails to receive a majority of the votes present and voting for such director’s reelection would be required to tender his or her resignation to the board of
directors.

In a contested election, a plurality voting standard will apply to director elections. The directors are elected until the expiration of the term for

which they are elected and until their respective successors are duly elected and qualified.

The directors may be removed only by the affirmative vote of at least a majority of the holders of our then-outstanding common stock.
Furthermore, any vacancy on the board of directors, however occurring, including a vacancy resulting from an increase in the size of the board, may be
filled only by a majority vote of the board of directors then in office, even if less than a quorum, or by the sole remaining director. This system of electing
and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of
Corcept, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Amendment of the Certificate of Incorporation and Bylaws

The amendment of any of the provisions in the certificate of incorporation requires approval by a stockholder vote by the holders of at least a
majority of the voting power of the then outstanding voting stock. The bylaws may be amended by a majority of the board of directors or by the holders of
at least sixty six and two thirds percent (66 2/3%) of the voting power of the then outstanding voting stock.

The provisions of the DGCL, the certificate of incorporation and bylaws could have the effect of discouraging others from attempting hostile
takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or
rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of Corcept. It is possible that these
provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Limitations of Liability and Indemnification Matters

The certificate of incorporation contains provisions that limit the liability of the directors and officers for monetary damages to the fullest extent
permitted by Delaware law. Consequently, directors and officers are not personally liable to Corcept or its stockholders for monetary damages for any
breach of fiduciary duties as directors, except liability for:

•

any breach of the director’s or officer’s duty of loyalty to Corcept or its stockholders;

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

any transaction from which the director or officer derived an improper personal benefit.

Each of the certificate of incorporation and bylaws provides that we are required to indemnify the directors and officers, in each case to the fullest
extent permitted by Delaware law. The bylaws also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of
any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or
her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law. We have entered into
agreements to indemnify the directors, executive officers and other employees as determined by the board of directors. With specified exceptions, these
agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts
incurred by any of these individuals in any action or proceeding to the fullest extent permitted by applicable law. We believe that these bylaw provisions
and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Corcept also maintains directors’ and officers’
liability insurance.

The limitation of liability and indemnification provisions in the certificate of incorporation and bylaws may discourage stockholders from bringing
a lawsuit against the directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against the
directors and officers, even though an action, if successful, might benefit Corcept and its stockholders. Furthermore, a stockholder’s investment may be
adversely affected to the extent that we pay the costs of settlement and damage.

Stock Exchange Listing

Shares of common stock are listed on Nasdaq under the symbol “CORT.”

No Sinking Fund

The shares of common stock have no sinking fund provisions.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and registrar’s address

is 17 Battery Place, New York, NY 10004.

Exhibit 23.1

We consent to the incorporation by reference in the following Registration Statements:

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(1) Registration Statements (Form S-8 Nos. 333-150199, 333-158406, 333-164531, 333-172841 and 333-180073) pertaining to the Amended and

Restated 2004 Equity Incentive Plan of Corcept Therapeutics Incorporated,

(2) Registration Statements (Form S-8 Nos. 333-183284, 333-187316, 333-194663, 333-202753, 333-210076, 333-216658, 333-223318, 333-

229857 and 333-236601) pertaining to the 2012 Incentive Award Plan for Corcept Therapeutics Incorporated, and

(3) Registration Statements (Form S-3 Nos. 333-150204, 333-181672 and 333-216659) of Corcept Therapeutics Incorporated and in the related

Prospectuses;

of our reports dated February 23, 2021, with respect to the consolidated financial statements of Corcept Therapeutics Incorporated and the effectiveness of
internal control over financial reporting of Corcept Therapeutics Incorporated included in this Annual Report (Form 10-K) of Corcept Therapeutics
Incorporated for the year ended December 31, 2020.

/s/ Ernst & Young LLP

Redwood City, California

February 23, 2021

Exhibit 31.1

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

CERTIFICATION

I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2020 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)

(b)

(c)

(d)

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;

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;

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

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 officer(s) 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)

(b)

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

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 and President
February 23, 2021

Exhibit 31.2

I, G. Charles Robb, certify that:

CERTIFICATION

I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2020 of Corcept Therapeutics Incorporated;

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)

(b)

(c)

(d)

5. The registrant’s other certifying officer(s) 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)

(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/ G. Charles Robb
G. Charles Robb
Chief Financial Officer and Secretary
February 23, 2021

Corcept Therapeutics Incorporated

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

In connection with the Annual Report of Corcept Therapeutics Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2020, as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph K. Belanoff, M.D., Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph K. Belanoff
Joseph K. Belanoff, M.D.
Chief Executive Officer and President
February 23, 2021

This certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Corcept
Therapeutics Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general
incorporation language contained in such filing.

Corcept Therapeutics Incorporated

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2

In connection with the Annual Report of Corcept Therapeutics Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2020, as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Charles Robb, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ G. Charles Robb
G. Charles Robb
Chief Financial Officer and Secretary
February 23, 2021