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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0487658
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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CORT
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The Nasdaq Stock Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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•
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our ability to manufacture, market and sell Korlym® (mifepristone) 300 mg Tablets (“Korlym”);
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•
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our estimates regarding enrollment in and the completion dates of our clinical trials and the anticipated results of these trials;
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•
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the progress and timing of our research and development programs and the regulatory activities associated with them;
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•
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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;
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•
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our estimates for future performance, including revenue and profits;
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•
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the timing of the market introduction of future product candidates, including new uses for Korlym and any of our proprietary selective cortisol modulators;
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•
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our ability to manufacture, market, commercialize and achieve market acceptance for our product candidates;
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•
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uncertainties associated with obtaining and enforcing patents; and
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•
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estimates regarding our capital requirements.
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•
|
Phase 1. The product candidate is administered to a small number of healthy subjects to provide preliminary information as to its safety, tolerability and pharmacokinetics and sometimes to provide preliminary information as to its activity and/or efficacy.
|
•
|
Phase 2. The product candidate is administered to patients afflicted with the target disease to determine its preliminary efficacy, optimal dosages and to provide more evidence of safety.
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•
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Phase 3. The product candidate is administered to a larger group of patients afflicted with the target disease to establish its risk/benefit ratio and to demonstrate with substantial evidence its efficacy and safety.
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•
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the preference of some physicians for off-label treatments for Cushing’s syndrome, such as ketoconazole;
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•
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competition from non-medical treatments, such as surgery and radiation;
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•
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the potential introduction of a competitor for Korlym, including a generic version of Korlym;
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•
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the lack of availability of adequate private and government insurance coverage;
|
•
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negative publicity and political concerns about Korlym’s active ingredient, mifepristone, which is approved in another drug for the termination of pregnancy; and
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•
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technological change that makes Korlym obsolete.
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•
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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;
|
•
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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;
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•
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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;
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•
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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;
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•
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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 PPACA 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;
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•
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federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and
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•
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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.
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•
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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;
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•
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inability to secure acceptable terms with vendors and an appropriate number of clinical trial sites;
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•
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delays or inability to obtain institutional review board (“IRB”) approval at prospective trial sites;
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•
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slow patient enrollment;
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•
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failure of patients or investigators to comply with the clinical trial protocol;
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•
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unforeseen safety issues; and
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•
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negative findings of inspections of clinical sites or manufacturing operations by us, the FDA or other authorities.
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•
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regulatory authorities may suspend, limit or withdraw approvals of such product;
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•
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regulatory authorities may require additional warnings on the label, including “boxed” warnings, or issue safety alerts other safety information about the product;
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•
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we may be required to change the way the product is administered or conduct additional studies or clinical trials;
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•
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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;
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•
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the product may become less competitive;
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•
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we may be subject to fines, injunctions or the imposition of criminal penalties; and
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•
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we could be sued and held liable for harm caused to patients;
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•
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manage our sales and marketing efforts, clinical trials, research and manufacturing activities effectively;
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•
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hire more management, clinical development, administrative and sales and marketing personnel; and
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•
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continue to develop our administrative systems and controls.
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•
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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;
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•
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actual or anticipated variations in our operating results or changes to any public guidance we have provided;
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•
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actual or anticipated timing and results of our clinical trials;
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•
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disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
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•
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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;
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•
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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;
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•
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actual or anticipated regulatory approvals of our product candidates or of competing products;
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•
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purchases or sales of our common stock by our officers, directors or stockholders;
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•
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changes in laws or regulations applicable to our product candidates or our competitors’ products;
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•
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technological innovations by us, our collaborators or our competitors;
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•
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changes in the trading volume of our common stock;
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•
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conditions in the pharmaceutical industries, including the market valuations of companies similar to Corcept;
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•
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general market and economic conditions;
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•
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additions or departures of key personnel;
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•
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
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•
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our cash and short-term investment position; and
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•
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additional financing activities.
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Year Ended December 31,
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||||||||||||||||||
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2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
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||||||||||
Product revenue, net
|
$
|
306,486
|
|
|
$
|
251,247
|
|
|
$
|
159,201
|
|
|
$
|
81,321
|
|
|
$
|
50,286
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
5,504
|
|
|
5,215
|
|
|
3,554
|
|
|
2,058
|
|
|
1,361
|
|
|||||
Research and development
|
89,017
|
|
|
75,247
|
|
|
40,376
|
|
|
23,844
|
|
|
15,419
|
|
|||||
Selling, general and administrative
|
100,359
|
|
|
81,289
|
|
|
62,416
|
|
|
45,240
|
|
|
36,949
|
|
|||||
Total operating expenses
|
194,880
|
|
|
161,751
|
|
|
106,346
|
|
|
71,142
|
|
|
53,729
|
|
|||||
Income (loss) from operations
|
111,606
|
|
|
89,496
|
|
|
52,855
|
|
|
10,179
|
|
|
(3,443
|
)
|
|||||
Interest and other income (expense), net
|
5,070
|
|
|
2,657
|
|
|
(49
|
)
|
|
(2,039
|
)
|
|
(2,965
|
)
|
|||||
Income (loss) before income taxes
|
116,676
|
|
|
92,153
|
|
|
52,806
|
|
|
8,140
|
|
|
(6,408
|
)
|
|||||
Income tax expense (benefit)
|
22,495
|
|
|
16,743
|
|
|
(76,316
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
94,181
|
|
|
$
|
75,410
|
|
|
$
|
129,122
|
|
|
$
|
8,140
|
|
|
$
|
(6,408
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.82
|
|
|
$
|
0.65
|
|
|
$
|
1.14
|
|
|
$
|
0.07
|
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.60
|
|
|
$
|
1.04
|
|
|
$
|
0.07
|
|
|
$
|
(0.06
|
)
|
Weighted average shares – basic
|
114,349
|
|
|
115,343
|
|
|
113,527
|
|
|
110,566
|
|
|
106,883
|
|
|||||
Weighted average shares – diluted
|
122,566
|
|
|
126,688
|
|
|
124,515
|
|
|
116,139
|
|
|
106,883
|
|
|||||
Includes certain non-cash expenses, of the following:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
$
|
144
|
|
|
$
|
259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Research and development
|
9,541
|
|
|
7,012
|
|
|
3,743
|
|
|
1,312
|
|
|
839
|
|
|||||
Selling, general and administrative
|
19,628
|
|
|
16,476
|
|
|
9,618
|
|
|
5,746
|
|
|
5,174
|
|
|||||
Total stock-based compensation
|
29,313
|
|
|
23,747
|
|
|
13,361
|
|
|
7,058
|
|
|
6,013
|
|
|||||
Non-operating expense related to accretion of interest on long-term obligation
|
—
|
|
|
—
|
|
|
456
|
|
|
1,929
|
|
|
2,848
|
|
|||||
Total non-cash expenses
|
$
|
29,313
|
|
|
$
|
23,747
|
|
|
$
|
13,817
|
|
|
$
|
8,987
|
|
|
$
|
8,861
|
|
|
December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments
|
$
|
315,314
|
|
|
$
|
206,760
|
|
|
$
|
104,025
|
|
|
$
|
51,536
|
|
|
$
|
40,435
|
|
Working capital
|
268,517
|
|
|
201,247
|
|
|
94,616
|
|
|
38,315
|
|
|
28,104
|
|
|||||
Total assets
|
412,312
|
|
|
311,694
|
|
|
220,537
|
|
|
68,753
|
|
|
51,937
|
|
|||||
Debt obligation - current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
14,664
|
|
|
14,965
|
|
|||||
Debt obligation, net of current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,528
|
|
|||||
Total stockholders’ equity
|
371,182
|
|
|
275,882
|
|
|
190,968
|
|
|
41,379
|
|
|
18,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Development programs:
|
|
|
|
|
|
||||||
Oncology
|
$
|
21,098
|
|
|
$
|
11,965
|
|
|
$
|
7,465
|
|
Endocrinology
|
35,988
|
|
|
18,392
|
|
|
10,869
|
|
|||
Pre-clinical and clinical selective cortisol modulators
|
11,120
|
|
|
29,380
|
|
|
13,605
|
|
|||
Unallocated activities, including pre-clinical, manufacturing and regulatory activities
|
11,270
|
|
|
8,498
|
|
|
4,694
|
|
|||
Stock-based compensation
|
9,541
|
|
|
7,012
|
|
|
3,743
|
|
|||
Total research and development expense
|
$
|
89,017
|
|
|
$
|
75,247
|
|
|
$
|
40,376
|
|
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Manufacturing purchase commitments(1)
|
$
|
744
|
|
|
$
|
744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease obligations(2)
|
$
|
4,662
|
|
|
$
|
1,997
|
|
|
$
|
2,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Research and development studies(3)
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other contractual obligations
|
$
|
5,756
|
|
|
$
|
3,091
|
|
|
$
|
2,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exhibit Number
|
Description of Document
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
Exhibit Number
|
Description of Document
|
|
|
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#
|
|
|
|
10.31#
|
|
|
|
10.32†
|
|
|
|
10.33†
|
|
|
|
10.34
|
|
|
|
10.35
|
|
|
|
10.36
|
|
|
|
10.37
|
|
|
|
#
|
Confidential treatment granted
|
|
|
†
|
Management contract or compensatory plan or arrangement
|
|
CORCEPT THERAPEUTICS INCORPORATED
|
|
|
|
|
|
By:
|
/s/ JOSEPH K. BELANOFF
|
|
|
Joseph K. Belanoff, M.D.,
|
|
|
Chief Executive Officer and President
|
|
Date:
|
February 24, 2020
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOSEPH K. BELANOFF
|
|
Chief Executive Officer, President and Director
|
|
February 24, 2020
|
Joseph K. Belanoff, M.D.
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ G. CHARLES ROBB
|
|
Chief Financial Officer and Secretary
|
|
February 24, 2020
|
G. Charles Robb
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JAMES N. WILSON
|
|
Director and Chairman of the Board of Directors
|
|
February 24, 2020
|
James N. Wilson
|
|
|
|
|
|
|
|
|
|
/s/ G. LEONARD BAKER, JR.
|
|
Director
|
|
February 24, 2020
|
G. Leonard Baker, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. MAHONEY
|
|
Director
|
|
February 24, 2020
|
David L. Mahoney
|
|
|
|
|
|
|
|
|
|
/s/ KIMBERLY PARK
|
|
Director
|
|
February 24, 2020
|
Kimberly Park
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL N. SWISHER, JR
|
|
Director
|
|
February 24, 2020
|
Daniel N. Swisher, Jr.
|
|
|
|
|
|
|
Page
|
|
||
|
|
|
Audited Financial Statements
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,269
|
|
|
$
|
41,625
|
|
Short-term marketable securities
|
244,693
|
|
|
165,135
|
|
||
Trade receivables, net of allowances
|
19,928
|
|
|
17,588
|
|
||
Inventory
|
5,424
|
|
|
4,732
|
|
||
Prepaid expenses and other current assets
|
6,044
|
|
|
7,740
|
|
||
Total current assets
|
307,358
|
|
|
236,820
|
|
||
Strategic inventory
|
11,981
|
|
|
11,510
|
|
||
Operating lease right-of-use asset
|
3,446
|
|
|
—
|
|
||
Property and equipment, net of accumulated depreciation
|
1,050
|
|
|
655
|
|
||
Long-term marketable securities
|
39,352
|
|
|
—
|
|
||
Other assets
|
3,448
|
|
|
50
|
|
||
Deferred tax assets, net
|
45,677
|
|
|
62,659
|
|
||
Total assets
|
$
|
412,312
|
|
|
$
|
311,694
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,537
|
|
|
$
|
8,266
|
|
Accrued clinical expenses
|
6,477
|
|
|
3,521
|
|
||
Accrued and other liabilities
|
23,269
|
|
|
23,786
|
|
||
Short-term operating lease liability
|
1,558
|
|
|
—
|
|
||
Total current liabilities
|
38,841
|
|
|
35,573
|
|
||
Long-term operating lease liability
|
1,903
|
|
|
—
|
|
||
Long-term accrued income taxes
|
386
|
|
|
239
|
|
||
Total liabilities
|
41,130
|
|
|
35,812
|
|
||
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, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001 per share, 280,000 shares authorized and 119,767 issued and 114,549 outstanding at December 31, 2019 and 116,838 shares issued and 115,031 outstanding at December 31, 2018
|
120
|
|
|
117
|
|
||
Treasury stock; at cost; 5,218 shares of common stock at December 31, 2019 and 1,807 shares of common stock at December 31, 2018
|
(62,704
|
)
|
|
(23,657
|
)
|
||
Additional paid-in capital
|
457,060
|
|
|
417,228
|
|
||
Accumulated other comprehensive gain (loss)
|
261
|
|
|
(70
|
)
|
||
Accumulated deficit
|
(23,555
|
)
|
|
(117,736
|
)
|
||
Total stockholders’ equity
|
371,182
|
|
|
275,882
|
|
||
Total liabilities and stockholders’ equity
|
$
|
412,312
|
|
|
$
|
311,694
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Product revenue, net
|
$
|
306,486
|
|
|
$
|
251,247
|
|
|
$
|
159,201
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
5,504
|
|
|
5,215
|
|
|
3,554
|
|
|||
Research and development
|
89,017
|
|
|
75,247
|
|
|
40,376
|
|
|||
Selling, general and administrative
|
100,359
|
|
|
81,289
|
|
|
62,416
|
|
|||
Total operating expenses
|
194,880
|
|
|
161,751
|
|
|
106,346
|
|
|||
Income from operations
|
111,606
|
|
|
89,496
|
|
|
52,855
|
|
|||
Interest and other income (expense), net
|
5,070
|
|
|
2,657
|
|
|
(49
|
)
|
|||
Income before income taxes
|
116,676
|
|
|
92,153
|
|
|
52,806
|
|
|||
Income tax expense (benefit)
|
22,495
|
|
|
16,743
|
|
|
(76,316
|
)
|
|||
Net income
|
$
|
94,181
|
|
|
$
|
75,410
|
|
|
$
|
129,122
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax impact of $(104), $22 and $0, respectively
|
327
|
|
|
5
|
|
|
(75
|
)
|
|||
Foreign currency translation gain, net of tax
|
4
|
|
|
—
|
|
|
—
|
|
|||
Total comprehensive income
|
$
|
94,512
|
|
|
$
|
75,415
|
|
|
$
|
129,047
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
0.82
|
|
|
$
|
0.65
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
$
|
0.77
|
|
|
$
|
0.60
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding used in computing net income per share
|
|
|
|
|
|
||||||
Basic
|
114,349
|
|
|
115,343
|
|
|
113,527
|
|
|||
Diluted
|
122,566
|
|
|
126,688
|
|
|
124,515
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
94,181
|
|
|
$
|
75,410
|
|
|
$
|
129,122
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Stock-based compensation
|
29,313
|
|
|
23,747
|
|
|
13,361
|
|
|||
Accretion of interest (income) expense
|
(1,738
|
)
|
|
(1,721
|
)
|
|
456
|
|
|||
Depreciation and amortization of property and equipment
|
703
|
|
|
236
|
|
|
106
|
|
|||
Amortization of debt financing costs
|
—
|
|
|
—
|
|
|
14
|
|
|||
Deferred income taxes
|
16,877
|
|
|
14,067
|
|
|
(76,703
|
)
|
|||
Excess tax benefits from stock option activity
|
—
|
|
|
—
|
|
|
293
|
|
|||
Amortization of right-of-use asset
|
1,468
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(2,340
|
)
|
|
(2,288
|
)
|
|
(5,440
|
)
|
|||
Other receivable
|
—
|
|
|
12,896
|
|
|
(12,896
|
)
|
|||
Inventory
|
(1,044
|
)
|
|
(7,779
|
)
|
|
(2,262
|
)
|
|||
Prepaid expenses and other current assets
|
1,696
|
|
|
(5,071
|
)
|
|
(705
|
)
|
|||
Other assets
|
(3,398
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Accounts payable
|
(735
|
)
|
|
(389
|
)
|
|
6,289
|
|
|||
Accrued clinical expenses
|
2,956
|
|
|
1,274
|
|
|
780
|
|
|||
Accrued and other liabilities
|
(517
|
)
|
|
5,044
|
|
|
8,546
|
|
|||
Long-term accrued income taxes
|
147
|
|
|
239
|
|
|
—
|
|
|||
Operating lease liability
|
(1,452
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
136,117
|
|
|
115,665
|
|
|
60,935
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(1,088
|
)
|
|
(298
|
)
|
|
(419
|
)
|
|||
Proceeds from maturities of marketable securities
|
182,295
|
|
|
142,655
|
|
|
29,950
|
|
|||
Purchases of marketable securities
|
(299,035
|
)
|
|
(233,124
|
)
|
|
(102,987
|
)
|
|||
Net cash used in investing activities
|
(117,828
|
)
|
|
(90,767
|
)
|
|
(73,456
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options, net of issuance costs
|
8,419
|
|
|
9,322
|
|
|
7,181
|
|
|||
Repurchase of common stock
|
(30,975
|
)
|
|
(23,657
|
)
|
|
—
|
|
|||
Payments related to debt obligation
|
—
|
|
|
—
|
|
|
(15,134
|
)
|
|||
Cash paid to satisfy statutory withholding requirement for the net settlement of cashless option exercise
|
(6,089
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(28,645
|
)
|
|
(14,335
|
)
|
|
(7,953
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(10,356
|
)
|
|
10,563
|
|
|
(20,474
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
41,625
|
|
|
31,062
|
|
|
51,536
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
31,269
|
|
|
$
|
41,625
|
|
|
$
|
31,062
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
6,744
|
|
|
$
|
1,351
|
|
|
$
|
377
|
|
Cost of shares repurchased for net settlement of cashless option exercise
|
$
|
1,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Recognition of right-of-use asset and lease liability
|
$
|
4,913
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2016
|
112,710
|
|
|
$
|
113
|
|
|
$
|
363,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(322,268
|
)
|
|
$
|
41,379
|
|
Issuance of common stock upon exercise of options
|
2,007
|
|
|
2
|
|
|
7,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,181
|
|
||||||
Stock-based compensation related to employee and director options
|
—
|
|
|
—
|
|
|
13,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,330
|
|
||||||
Stock-based compensation related to non-employee options
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129,122
|
|
|
129,122
|
|
||||||
Balance at December 31, 2017
|
114,717
|
|
|
115
|
|
|
384,074
|
|
|
—
|
|
|
(75
|
)
|
|
(193,146
|
)
|
|
190,968
|
|
||||||
Issuance of common stock upon exercise of options
|
2,121
|
|
|
2
|
|
|
9,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,322
|
|
||||||
Stock-based compensation related to employee and director options
|
—
|
|
|
—
|
|
|
23,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,834
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Purchase of treasury stock
|
(1,807
|
)
|
|
—
|
|
|
—
|
|
|
(23,657
|
)
|
|
—
|
|
|
—
|
|
|
(23,657
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,410
|
|
|
75,410
|
|
||||||
Balance at December 31, 2018
|
115,031
|
|
|
117
|
|
|
417,228
|
|
|
(23,657
|
)
|
|
(70
|
)
|
|
(117,736
|
)
|
|
275,882
|
|
||||||
Issuance of common stock upon exercise of options
|
2,929
|
|
|
3
|
|
|
10,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,402
|
|
||||||
Shares tendered to satisfy cost and statutory withholding requirements for net settlement of cashless option exercises
|
(631
|
)
|
|
—
|
|
|
|
|
(8,072
|
)
|
|
—
|
|
|
—
|
|
|
(8,072
|
)
|
|||||||
Stock-based compensation related to employee and director options
|
—
|
|
|
—
|
|
|
29,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,201
|
|
||||||
Stock-based compensation related to non-employee options
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
331
|
|
||||||
Purchases of treasury stock
|
(2,780
|
)
|
|
—
|
|
|
—
|
|
|
(30,975
|
)
|
|
—
|
|
|
—
|
|
|
(30,975
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,181
|
|
|
94,181
|
|
||||||
Balance at December 31, 2019
|
114,549
|
|
|
$
|
120
|
|
|
$
|
457,060
|
|
|
$
|
(62,704
|
)
|
|
$
|
261
|
|
|
$
|
(23,555
|
)
|
|
$
|
371,182
|
|
|
Chargebacks
|
|
Government Rebates
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at December 31, 2016:
|
$
|
468
|
|
|
$
|
3,427
|
|
|
$
|
3,895
|
|
Provision recorded during the period
|
2,637
|
|
|
18,097
|
|
|
20,734
|
|
|||
Credit or payments made during the period
|
(2,178
|
)
|
|
(13,563
|
)
|
|
(15,741
|
)
|
|||
Balance at December 31, 2017:
|
927
|
|
|
7,961
|
|
|
8,888
|
|
|||
Provision related to current period sales
|
2,687
|
|
|
28,628
|
|
|
31,315
|
|
|||
Provision related to prior period sales
|
—
|
|
|
532
|
|
|
532
|
|
|||
Credit or payments made during the period
|
(3,268
|
)
|
|
(25,988
|
)
|
|
(29,256
|
)
|
|||
Balance at December 31, 2018:
|
346
|
|
|
11,133
|
|
|
11,479
|
|
|||
Provision related to current period sales
|
783
|
|
|
24,374
|
|
|
25,157
|
|
|||
Provision related to prior period sales
|
—
|
|
|
(95
|
)
|
|
(95
|
)
|
|||
Credit or payments made during the period
|
(852
|
)
|
|
(27,203
|
)
|
|
(28,055
|
)
|
|||
Balance at December 31, 2019:
|
$
|
277
|
|
|
$
|
8,209
|
|
|
$
|
8,486
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash equivalents
|
$
|
18,461
|
|
|
$
|
27,075
|
|
Short-term marketable securities
|
244,693
|
|
|
165,135
|
|
||
Long-term marketable securities
|
39,352
|
|
|
—
|
|
||
Total marketable securities
|
$
|
302,506
|
|
|
$
|
192,210
|
|
|
Fair Value
Hierarchy
Level
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
|||||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Corporate bonds
|
Level 2
|
|
$
|
109,780
|
|
|
$
|
136
|
|
|
$
|
(6
|
)
|
|
$
|
109,910
|
|
|
$
|
54,513
|
|
|
$
|
2
|
|
|
$
|
(46
|
)
|
|
$
|
54,469
|
|
Commercial paper
|
Level 2
|
|
41,237
|
|
|
—
|
|
|
—
|
|
|
41,237
|
|
|
67,906
|
|
|
—
|
|
|
—
|
|
|
67,906
|
|
||||||||
Asset-backed securities
|
Level 2
|
|
57,195
|
|
|
63
|
|
|
(5
|
)
|
|
57,253
|
|
|
10,970
|
|
|
—
|
|
|
(5
|
)
|
|
10,965
|
|
||||||||
Repurchase agreements
|
Level 2
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
||||||||
U.S. treasury securities
|
Level 1
|
|
75,574
|
|
|
71
|
|
|
—
|
|
|
75,645
|
|
|
39,308
|
|
|
—
|
|
|
(21
|
)
|
|
39,287
|
|
||||||||
Money market funds
|
Level 1
|
|
461
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
4,583
|
|
|
—
|
|
|
—
|
|
|
4,583
|
|
||||||||
Total Marketable securities
|
|
|
$
|
302,247
|
|
|
$
|
270
|
|
|
$
|
(11
|
)
|
|
$
|
302,506
|
|
|
$
|
192,280
|
|
|
$
|
2
|
|
|
$
|
(72
|
)
|
|
$
|
192,210
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
1,389
|
|
|
$
|
4,195
|
|
Work in progress
|
10,086
|
|
|
5,624
|
|
||
Finished goods
|
5,930
|
|
|
6,423
|
|
||
Total inventory
|
17,405
|
|
|
16,242
|
|
||
Less strategic inventory classified as non-current
|
(11,981
|
)
|
|
(11,510
|
)
|
||
Total inventory classified as current
|
$
|
5,424
|
|
|
$
|
4,732
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Furniture and equipment
|
$
|
304
|
|
|
$
|
361
|
|
Software
|
1,541
|
|
|
884
|
|
||
Leasehold improvements
|
533
|
|
|
35
|
|
||
|
2,378
|
|
|
1,280
|
|
||
Less accumulated depreciation
|
(1,328
|
)
|
|
(625
|
)
|
||
|
$
|
1,050
|
|
|
$
|
655
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Government rebates
|
$
|
8,209
|
|
|
$
|
11,132
|
|
Accrued compensation
|
12,331
|
|
|
7,879
|
|
||
Legal fees
|
1,087
|
|
|
314
|
|
||
Income taxes payable
|
472
|
|
|
1,542
|
|
||
Accrued selling and marketing costs
|
491
|
|
|
261
|
|
||
Professional fees
|
367
|
|
|
240
|
|
||
Accrued manufacturing costs
|
33
|
|
|
2,032
|
|
||
Other
|
279
|
|
|
386
|
|
||
Total accrued and other liabilities
|
$
|
23,269
|
|
|
$
|
23,786
|
|
|
Year Ended December 31, 2019
|
||
|
(in thousands)
|
||
Cash paid for operating lease liabilities
|
$
|
1,551
|
|
Right-of-use assets obtained in connection with operating lease obligations
|
$
|
4,913
|
|
Remaining lease term (years)
|
27 months
|
|
|
Discount rate
|
5.0
|
%
|
2020
|
$
|
1,997
|
|
2021
|
2,130
|
|
|
2022
|
535
|
|
|
|
4,662
|
|
|
Less imputed interest
|
(1,201
|
)
|
|
Total lease liability
|
$
|
3,461
|
|
Common stock:
|
(in thousands)
|
|
Exercise of outstanding options
|
23,600
|
|
Shares available for grant under stock option plans
|
8,624
|
|
|
32,224
|
|
|
|
|
Outstanding Options
|
||||||||||||
|
Shares
Available For
Future Grant
|
|
Options
Shares
Subject to
Options
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
||||||
|
(in thousands)
|
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Balance at December 31, 2016
|
7,920
|
|
|
17,663
|
|
|
$
|
3.63
|
|
|
|
|
|
||
Increase in shares authorized for grant
|
4,508
|
|
|
—
|
|
|
|
|
|
|
|
||||
Shares granted
|
(5,282
|
)
|
|
5,282
|
|
|
$
|
9.90
|
|
|
|
|
|
||
Shares exercised
|
—
|
|
|
(2,007
|
)
|
|
$
|
3.60
|
|
|
|
|
|
||
Shares canceled and forfeited
|
484
|
|
|
(484
|
)
|
|
$
|
5.04
|
|
|
|
|
|
||
Balance at December 31, 2017
|
7,630
|
|
|
20,454
|
|
|
$
|
5.22
|
|
|
|
|
|
||
Increase in shares authorized for grant
|
4,589
|
|
|
—
|
|
|
|
|
|
|
|
||||
Shares granted
|
(5,599
|
)
|
|
5,599
|
|
|
$
|
16.27
|
|
|
|
|
|
||
Shares exercised
|
—
|
|
|
(2,121
|
)
|
|
$
|
4.40
|
|
|
|
|
|
||
Shares canceled and forfeited
|
1,106
|
|
|
(1,106
|
)
|
|
$
|
11.08
|
|
|
|
|
|
||
Balance at December 31, 2018
|
7,726
|
|
|
22,826
|
|
|
$
|
7.72
|
|
|
|
|
|
||
Increase in shares authorized for grant
|
4,601
|
|
|
|
|
|
|
|
|
|
|||||
Shares granted
|
(4,976
|
)
|
|
4,976
|
|
|
$
|
11.52
|
|
|
|
|
|
||
Shares exercised
|
—
|
|
|
(2,929
|
)
|
|
$
|
3.57
|
|
|
|
|
|
||
Shares canceled and forfeited
|
1,273
|
|
|
(1,273
|
)
|
|
$
|
12.68
|
|
|
|
|
|
||
Balance at December 31, 2019
|
8,624
|
|
|
23,600
|
|
|
$
|
8.77
|
|
|
6.51
|
|
$
|
100,062
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at December 31, 2019
|
|
|
15,398
|
|
|
$
|
6.80
|
|
|
5.45
|
|
$
|
91,283
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options fully vested and expected to vest
at December 31, 2019 |
|
|
22,847
|
|
|
$
|
8.63
|
|
|
6.44
|
|
$
|
99,582
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||||||||
Exercise
Prices of
Options
|
|
Number of
Shares
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
||||||||||||||||||
|
|
|
|
|
|
(in thousands)
|
|
(in years)
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|
|
|
(in thousands)
|
||||||||||||||
$
|
1.48
|
|
|
—
|
|
$
|
4.00
|
|
|
6,950
|
|
|
4.2
|
|
$
|
3.02
|
|
|
$
|
63,079
|
|
|
6,874
|
|
|
$
|
3.11
|
|
|
$
|
62,446
|
|
$
|
4.01
|
|
|
—
|
|
$
|
7.00
|
|
|
3,233
|
|
|
4.3
|
|
$
|
5.32
|
|
|
21,974
|
|
|
2,949
|
|
|
$
|
5.22
|
|
|
20,296
|
|
||
$
|
7.01
|
|
|
—
|
|
$
|
15.00
|
|
|
9,353
|
|
|
8.3
|
|
$
|
10.73
|
|
|
15,009
|
|
|
3,714
|
|
|
$
|
9.99
|
|
|
8,541
|
|
||
$
|
15.01
|
|
|
—
|
|
$
|
24.29
|
|
|
4,064
|
|
|
8.1
|
|
$
|
16.85
|
|
|
—
|
|
|
1,861
|
|
|
$
|
16.89
|
|
|
—
|
|
||
|
|
|
|
|
|
23,600
|
|
|
6.5
|
|
$
|
8.77
|
|
|
$
|
100,062
|
|
|
15,398
|
|
|
$
|
6.80
|
|
|
$
|
91,283
|
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Weighted-average assumptions for stock options granted:
|
|
|
|
|
|
Risk-free interest rate
|
2.34%
|
|
2.68%
|
|
1.99%
|
Expected term
|
6.0 years
|
|
5.9 years
|
|
6.1 years
|
Expected volatility of stock price
|
67.4%
|
|
67.9%
|
|
68.1%
|
Dividend rate
|
0%
|
|
0%
|
|
0%
|
Weighted-average grant date fair value-based measurement
|
$7.09
|
|
$10.11
|
|
$6.14
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Stock-based compensation capitalized in inventory
|
$
|
120
|
|
|
$
|
87
|
|
|
$
|
—
|
|
Cost of sales
|
144
|
|
|
259
|
|
|
—
|
|
|||
Research and development
|
9,541
|
|
|
7,012
|
|
|
3,743
|
|
|||
Selling, general and administrative
|
19,628
|
|
|
16,476
|
|
|
9,618
|
|
|||
Total stock-based compensation
|
$
|
29,433
|
|
|
$
|
23,834
|
|
|
$
|
13,361
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
94,181
|
|
|
$
|
75,410
|
|
|
$
|
129,122
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used to compute basic net income per share
|
114,349
|
|
|
115,343
|
|
|
113,527
|
|
|||
Dilutive effect of employee stock options
|
8,217
|
|
|
11,345
|
|
|
10,988
|
|
|||
Weighted-average shares used to compute diluted net income per share
|
122,566
|
|
|
126,688
|
|
|
124,515
|
|
|||
Net income per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.82
|
|
|
$
|
0.65
|
|
|
$
|
1.14
|
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.60
|
|
|
$
|
1.04
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
116,676
|
|
|
$
|
92,153
|
|
|
$
|
52,806
|
|
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
116,676
|
|
|
$
|
92,153
|
|
|
$
|
52,806
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
U.S. federal taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
1,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
15,944
|
|
|
14,243
|
|
|
(71,839
|
)
|
|||
Total U.S. federal taxes
|
17,660
|
|
|
14,243
|
|
|
(71,839
|
)
|
|||
State taxes:
|
|
|
|
|
|
||||||
Current
|
3,900
|
|
|
2,676
|
|
|
388
|
|
|||
Deferred
|
935
|
|
|
(176
|
)
|
|
(4,865
|
)
|
|||
Total state taxes
|
4,835
|
|
|
2,500
|
|
|
(4,477
|
)
|
|||
Total
|
$
|
22,495
|
|
|
$
|
16,743
|
|
|
$
|
(76,316
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
(in thousands)
|
||||||
Federal and state net operating losses
|
$
|
7,391
|
|
|
$
|
23,551
|
|
Capitalized research and patent costs
|
7,317
|
|
|
10,260
|
|
||
Research credits
|
26,164
|
|
|
24,771
|
|
||
Stock-based compensation costs
|
12,026
|
|
|
9,124
|
|
||
Operating lease liability
|
857
|
|
|
—
|
|
||
Other
|
4,186
|
|
|
6,137
|
|
||
Total deferred tax assets
|
57,941
|
|
|
73,843
|
|
||
Valuation allowance
|
(11,410
|
)
|
|
(11,184
|
)
|
||
Deferred tax liabilities
|
|
|
|
||||
Operating lease right-of-use asset
|
(854
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(854
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
45,677
|
|
|
$
|
62,659
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
U.S. federal taxes at statutory rate
|
$
|
24,502
|
|
|
$
|
19,354
|
|
|
$
|
17,954
|
|
Changes in valuation allowance
|
—
|
|
|
—
|
|
|
(119,765
|
)
|
|||
Federal tax rate change impact to change in valuation allowance
|
—
|
|
|
—
|
|
|
33,233
|
|
|||
R&D and other credits
|
(4,504
|
)
|
|
(2,178
|
)
|
|
(1,199
|
)
|
|||
State income taxes
|
3,819
|
|
|
1,975
|
|
|
(2,955
|
)
|
|||
Non-deductible compensation
|
657
|
|
|
394
|
|
|
33
|
|
|||
Stock-based compensation
|
(2,107
|
)
|
|
(3,165
|
)
|
|
(3,826
|
)
|
|||
Other
|
128
|
|
|
363
|
|
|
209
|
|
|||
Total
|
$
|
22,495
|
|
|
$
|
16,743
|
|
|
$
|
(76,316
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning Balance
|
$
|
4,756
|
|
|
$
|
4,139
|
|
|
$
|
3,527
|
|
Increase in tax positions for prior years
|
261
|
|
|
—
|
|
|
150
|
|
|||
Decrease in tax positions for prior years
|
—
|
|
|
(135
|
)
|
|
—
|
|
|||
Increase in tax positions for current year
|
1,012
|
|
|
752
|
|
|
462
|
|
|||
Decrease in tax positions for current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
$
|
6,029
|
|
|
$
|
4,756
|
|
|
$
|
4,139
|
|
Quarter Ended
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Product revenue, net
|
$
|
64,829
|
|
|
$
|
72,257
|
|
|
$
|
81,505
|
|
|
$
|
87,895
|
|
Gross profit on product revenue
|
63,589
|
|
|
70,880
|
|
|
80,054
|
|
|
86,459
|
|
||||
Net income
|
18,274
|
|
|
20,186
|
|
|
26,340
|
|
|
29,381
|
|
||||
Basic net income per share
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.26
|
|
Diluted net income per share
|
$
|
0.15
|
|
|
$
|
0.17
|
|
|
$
|
0.22
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Product revenue, net
|
$
|
57,659
|
|
|
$
|
62,312
|
|
|
$
|
64,445
|
|
|
$
|
66,831
|
|
Gross profit on product revenue
|
56,485
|
|
|
61,158
|
|
|
63,137
|
|
|
65,252
|
|
||||
Net income
|
17,459
|
|
|
18,196
|
|
|
17,747
|
|
|
22,008
|
|
||||
Basic net income per share
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
0.15
|
|
|
$
|
0.19
|
|
Diluted net income per share
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
•
|
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.
|
|
1.
|
||
|
2.
|
||
|
3.
|
||
|
4.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
5.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
6.
|
||
|
7.
|
||
|
8.
|
||
|
9.
|
||
|
10.
|
||
|
11.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
12.
|
||
|
13.
|
||
|
14.
|
||
|
15.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
16.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
17.
|
||
|
A.
|
||
|
B.
|
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
F.
|
||
|
G.
|
||
|
18.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
19.
|
||
|
20.
|
||
|
21.
|
||
|
22.
|
||
|
23.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
F.
|
||
|
G.
|
||
|
H.
|
||
|
I.
|
||
|
24.
|
||
|
25.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
F.
|
||
|
26.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
27.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
|
E.
|
||
|
F.
|
||
|
G.
|
||
|
H.
|
||
|
I.
|
||
|
28.
|
||
|
29.
|
||
|
30.
|
||
|
31.
|
||
|
32.
|
||
|
33.
|
||
|
34.
|
||
|
35.
|
||
|
36.
|
||
|
37.
|
||
|
38.
|
||
|
39.
|
||
|
40.
|
||
|
41.
|
||
|
42.
|
||
|
43.
|
||
|
44.
|
||
|
45.
|
||
|
46.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
47.
|
||
|
48.
|
||
|
A.
|
||
|
B.
|
||
|
49.
|
||
|
A.
|
||
|
B.
|
||
|
C.
|
||
|
D.
|
||
|
E.
|
||
|
F.
|
||
|
G.
|
||
|
H.
|
||
|
I.
|
|
J.
|
||
|
K.
|
||
|
L.
|
||
|
M.
|
||
|
N.
|
||
|
|
|
|
EXHIBIT A
|
|
||
EXHIBIT B
|
|
||
EXHIBIT C
|
|
||
EXHIBIT C‑l
|
|
||
EXHIBIT D
|
|
||
EXHIBIT E
|
|
||
EXHIBIT F
|
|
|
|
Landlord:
|
Exponent Realty, LLC
149 Commonwealth Drive
Menlo Park, California 94025
Attn: Director of Corporate Facilities
|
||||
|
|
|
|
||||
|
|
Tenant:
|
Corcept Therapeutics, Inc.
Suite 1170
149 Commonwealth Drive
Menlo Park, CA 94025Attn: Mark Strem
|
Date:
|
March 9, 2016 By: /s/ CHARLES ROBB
|
Date:
|
March 10, 2016 By: /s/ RICHARD L. SCHLENKER
|
PREMISES:
|
149 Commonwealth Drive,
Suites 1170, 2020, 2044, 2055, 2069 and rooms 1186 and 1188, Menlo Park, California 94025 |
20,831 RENTABLE SQUARE FEET
|
|||
Period
|
Base Rent per RSF per year
|
Monthly Amount
|
Periodic Amount
|
04/01/2016 to 12/31/2016
|
$38.40
|
$66,659.20
|
$599,932.80
|
01/01/2017 to 12/31/2017
|
$45.00
|
$78,116.25
|
$937,395.00
|
01/01/2018 to 03/31/2019
|
$53.52
|
$92,906.26
|
$1,393,593.90
|
TENANT:
|
LANDLORD:
|
Corcept Therapeutics, Incorporated
A Delaware corporation |
EXPONENT REALITY, LLC A Delaware limited liability company
By: Exponent, Inc. a Delaware corporation sole member and manager
|
By: /s/ CHARLES ROBB
Charles Robb
|
By: /s/ RICHARD L. SCHLENKER
Richard L. Schlenker
|
Its: Chief Financial Officer
|
Chief Financial Officer &
Executive Vice President |
1.
|
No sign, placard, advertisement, name or notice shall be installed or displayed on any part of the outside or the inside of the Building without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person or company approved by Landlord.
|
2.
|
Except as consented to in writing by Landlord or in accordance with Building standards, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection with any window or exterior door or doors of the Premises. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions, doors or windows, which may appear unsightly from outside the Premises.
|
3.
|
Tenant shall not obstruct any sidewalks, halls, lobbies, passages, exits, entrances, elevators or stairways of the Building. No employee or invitee of Tenant shall go up on the roof of the Building or make any roof or terrace penetrations without the prior written consent of Landlord. Tenant shall not allow anything to be placed on the outside terraces or balconies without the prior written consent of Landlord.
|
4.
|
All cleaning and janitorial services for the Building shall be provided exclusively through Landlord, and, except with the prior written consent of Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter the Building for the purpose of cleaning. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be responsible to any Tenant for any loss of property on the Premises, however occurring, or for any damage to any Tenant’s property by the janitor or any other employee or person.
|
5.
|
Landlord will furnish Tenant, free of charge, with one (1) key to all existing locks on interior doors in the Premises. Landlord will impose a reasonable charge per Landlord’s published price list for all additional keys, new locksets, and all other locksmithing services. Tenant shall not make or have made additional keys, other than those made by landlord’s Locksmith, and Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises without Landlord’s prior written consent. Tenant shall
|
6.
|
If Tenant requires telegraphic, telephonic, internet, burglar alarm or similar services, it shall first obtain Landlord’s prior written approval, and comply with, Landlord’s instructions for their installation.
|
7.
|
The elevators shall be available for use by all tenants in the Building, subject to reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except between the hours, and in the manner and in the elevators as may be designated by Landlord.
|
8.
|
Tenant shall not place a load upon any floor of the Premises which exceeds the maximum load per square foot which the floor was designed to carry and which is allowed by Applicable Law. Tenant’s business machines and mechanical equipment which cause noise or vibration which may be transmitted to the structure of the Building or to any space therein, and which is objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration.
|
9.
|
Tenant shall not use or keep on the Premises any toxic or hazardous materials or any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations.
|
10.
|
Smoking is prohibited on the Property at all times with the exception of any Landlord designated smoking areas. Smoking is prohibited along any path way or walk way leading to or from the designated smoking areas, in the courtyard area, on the patios, near all building entrances or exits, perimeter of the buildings and surrounding parking lots. Extinguishing or disposing of tobacco materials in places other than designated areas is strictly prohibited. Tenant employees, visitors, contractors, and invitees may smoke in their personal vehicles on property, but tobacco products must be contained within the vehicle or discarded in appropriate ash receptacles in Landlord designated smoking areas. Landlord reserves the right to change, relocate, or eliminate designated smoking areas at any time.
|
11.
|
No animal, except service and assistance dogs when in the company of their master, may be brought into or kept in the Building.
|
12.
|
Bicycles are not permitted inside the building. Bicycle racks are provided on north and south side employee entrances.
|
13.
|
Tenant shall not use any method of heating or air‑conditioning other than that supplied by Landlord, unless Tenant receives the prior written consent of Landlord.
|
14.
|
Tenant shall cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air‑conditioning and to comply with any governmental energy‑saving Applicable Law of which Tenant has actual notice.
|
15.
|
Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building.
|
16.
|
Landlord reserves the right to exclude any person from the Building between the hours of 6:00 p.m. and 7:00 a.m. the following day, or any other hours as may be established from time to time by Landlord, and on Saturdays, Sundays and legal holidays, unless that person is known to the person or employee in charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of those persons. Access control badges will not be issued to persons under the age of sixteen (16) years of age. All persons under the age of sixteen (16) must be escorted by a person with an authorized access control badge at all times. Landlord shall not be liable for damages for any error in admitting or excluding any person from the Building. Landlord reserves the right to prevent access to the Building by closing the doors or by other appropriate action in case of invasion, mob, riot, public excitement, union strikes, picketing, or other commotion.
|
17.
|
Tenant shall close and lock the doors of its Premises, shut off all water faucets or other water apparatus and turn off all lights and other equipment, which is not required to be continuously run. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Building or Landlord for noncompliance with this Rule.
|
18.
|
The toilet rooms, toilets, urinals, showers, wash bowls, water fountains and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be placed therein. The expense of any breakage, stoppage or damage resulting from any violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it.
|
19.
|
Tenant shall not install any radio or television antenna, loudspeaker, ceiling paging speakers, or other device on the roof, ceiling, or interior/exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.
|
20.
|
Tenant shall not install any wireless telephone or network equipment that shall interfere with Building systems or Landlord and other Tenant equipment systems.
|
21.
|
Tenant shall not cut or bore holes for wires in the partitions, woodwork, ceiling, or gypsum wall of the Premises without prior consent of Landlord. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair, or be responsible for the cost of repair of any damage resulting from noncompliance with this Rule.
|
22.
|
Tenant shall not install, maintain or operate upon the Premises any vending machine without the prior written consent of Landlord.
|
23.
|
Canvassing, soliciting and distributing handbills or any other written material and or peddling in the Building are prohibited, and each tenant shall cooperate to prevent these activities.
|
24.
|
Landlord reserves the right to exclude or expel from the Building any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of the Building,
|
25.
|
Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal within the Building. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.
|
26.
|
Use by Tenant for brewing coffee, tea, hot chocolate and similar beverages and microwaving food shall be permitted, provided that the equipment is approved by Underwriter’s Laboratory for commercial use and is in accordance with Applicable Law.
|
27.
|
Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant, except as Tenant’s address, without the prior written consent of Landlord.
|
28.
|
Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. Tenant shall be responsible for reimbursement to Landlord, any increased insurance premiums attributable to Tenant’s use of the Premises, Building or Property.
|
29.
|
Tenant assumes any and all responsibility for protecting its Premises from theft and robbery, which responsibility includes keeping doors locked and other means of entry to the Premises closed.
|
30.
|
Tenant shall not use the Premises, or suffer or permit anything to be done on, in or about the Premises, which may result in an increase to Landlord in the cost of insurance maintained by Landlord on the Project.
|
31.
|
Tenant’s requests for assistance will be attended to only upon appropriate application to Landlord. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without specific instructions or approval from Landlord.
|
32.
|
Tenant shall comply with all parking monitoring controls or devices from time to time installed or otherwise implemented by Landlord. Tenant shall not park its vehicles in any parking areas designated by Landlord as areas for parking by visitors to the Building or other reserved parking spaces. Tenant shall not leave vehicles in the Building parking areas overnight without the prior written consent of Landlord’s manager for the Property, nor park any vehicles in the Building parking areas other than automobiles, motorcycles, motor driven or non‑motor driven bicycles or four‑wheeled trucks. Tenant, its agents, employees and invitees shall not park more than one (1) vehicle in more than one (1) parking space.
|
33.
|
The scheduling and manner of all Tenant move‑ins and move‑outs shall be subject to the discretion and approval of Landlord. Landlord shall have the right to approve or disapprove the movers or moving company employed by Tenant, and Tenant shall cause the movers to use only the entry doors and elevators designated by Landlord. Tenant’s movers MUST utilize appropriate corner protectors, elevator pads, elevator corner guards, and floor protection such as masonite for ALL floors in the path of move. If Tenant’s movers damage the elevator or any other part of the Property, Tenant shall pay to Landlord the amounts required to repair the damage. Tenant shall maintain effective Access Control at all access points to and from the Building to ensure that moving personnel or other non‑invitees entering and leaving the Building do not commit theft.
|
34.
|
Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no waiver by Landlord shall be construed as a waiver of the Rules and Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing the Rules and Regulations against any or all of the tenants of the Building.
|
35.
|
These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building.
|
36.
|
Landlord reserves the right to make other reasonable Rules and Regulations as, in its judgment, may from time to time be needed for safety and Access Control, for care and
|
37.
|
Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests.
|
A.
|
Landlord and Tenant are parties to that certain lease dated April 1, 2016 (the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 20,831 rentable square feet (the “Premises”) on the first and second floor of the building, located at 149 Commonwealth Dr., Menlo Park, CA 94025 (the “Building”).
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B.
|
The Lease by its terms is due to expire on March 31, 2019 (“Expiration Date”).
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C.
|
Tenant desires to expand the Premises to include approximately 2642 rentable square feet (the “Expansion Premises”) described as Suite 1197 for a total rentable square footage of 23,473 rentable square feet now known as (the “Premises,”) all on the following terms and conditions:
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1.
|
Expansion and Expansion Term. The Premises shall be expanded to include approximately 2642 rentable square feet (the “Expansion Premises”) described as Suite 1197, as shown in Exhibit A of this First Amendment. The term of the Expansion Space shall commence on June 1, 2017 and terminate on the Expiration Date of March 31, 2019.
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2.
|
Base Rent. The Base Rent for the Premises shall be as shown in the schedule below. Tenant shall continue to pay its’ proportionate share of the Operating Expenses and Real Estate Taxes on the Premises. As of June 1, 2017 the schedule of Base Rent payable with respect to the Premises is the following:
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3.
|
Tenant’s Building Percentage. Effective June 1, 2017 the Tenant’s Building Percentage set forth in section C.5 of the BASIC LEASE PROVISIONS is hereby changed to read:
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4.
|
Premises. Effective June 1, 2017, during this lease term and any further expansion terms, as long as suite 1197 is occupied by Tenant and Tenant is not in default, the following verbiage set forth in paragraph 2 of the OFFICE LEASE AGREEMENT dated April 1, 2016 will not apply:
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5.
|
Security Deposit. Landlord currently holds a security deposit from the Tenant in the amount of $14,248.70. No additional security deposit shall be required in connection with this First Amendment.
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6.
|
Improvements to and Condition of Premises. Tenant accepts the Premises in “as is” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this First Amendment.
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7.
|
Miscellaneous.
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7.1.
|
This First Amendment, which is hereby incorporated into and made a part of the Lease, sets forth the entire agreement between the parties with respect to the matters herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this First Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this First Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm, entity, broker or other tenants in the Building without obtaining the express written consent of Landlord.
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7.2.
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
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7.3.
|
In the case of any inconsistency between the provisions of the Lease and this First Amendment, the provisions of this First Amendment shall govern and control.
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7.4.
|
Submission of this First Amendment by Landlord is not an offer to enter into this First Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this First Amendment until Tenant and Landlord have executed and Landlord delivered the same to Tenant.
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7.5.
|
Tenant hereby represents to Landlord that Tenant has dealt with no real estate brokers or agents in connection with this First Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Landlord Related Parties”) harmless from all claims of any real estate brokers or agents claiming to have represented Tenant in connection with this First Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no real estate brokers or agents in connection with this First Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Tenant Related Parties”) harmless from all claims of any real estate brokers or agents claiming to have represented Landlord in connection with this First Amendment.
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7.6.
|
Each signatory of this First Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
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Date:
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June 1, 2017 By: /s/ RICHARD L. SCHLENKER
|
Date:
|
June 1, 2017 By: /s/ JOSEPH K. BELANOFF, M.D.
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A.
|
Landlord and Tenant are parties to that certain lease dated April 1, 2016 (the “Lease”), and the first amendment (the “First Amendment”) dated June 1, 2017 Pursuant to the Lease and the First Amendment, Landlord has leased to Tenant space currently containing approximately 23,473 rentable square feet (the “Premises”) on the first and second floor of the building, located at 149 Commonwealth Dr., Menlo Park, CA 94025 (the “Building”).
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B.
|
The Lease by its terms is due to expire on March 31, 2019 (“Expiration Date”)
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C.
|
Tenant now desires to expand the Premises to include approximately 1,964 rentable square feet (the “Second Expansion Premises”) described as Suite 1139 for a total rentable square footage of 25,437 rentable square feet now known as (the “Premises,”) all on the following terms and conditions:
|
1.
|
Expansion and Expansion Term. The Premises shall be expanded to include approximately 1,964 rentable square feet (the “Second Expansion Premises”) described as Suite 1139, as shown in Exhibit A of this Second Amendment. The term of the Second Expansion Space shall commence on March 19, 2018 and terminate on the Expiration Date of March 31, 2019.
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2.
|
Base Rent. The Base Rent for the Premises shall be as shown in the schedule below. Tenant shall continue to pay its’ proportionate share of the Operating Expenses and Real Estate Taxes on the Premises. As of March 19, 2018, the schedule of Base Rent payable with respect to the Premises is the following:
|
DATE
|
PERIOD
|
RENTABLE SQ. FT.
|
BASE RENT PER RSF* PER YEAR
|
MONTHLY AMOUNT
|
PERIODICAL MOUNT
|
||||||
03/19/2018 to 03/31/2018
|
13 days
|
25,437
|
53.52
|
|
|
$113,449.02
|
|
|
$47,575.40
|
|
|
04/01/2018 to 03/31/2019
|
12 Months
|
25,437
|
|
$53.52
|
|
|
$113,449.02
|
|
|
$1,361,388.24
|
|
3.
|
Tenant’s Building Percentage. Effective March 19, 2018 the Tenant’s Building Percentage set forth in section C.5 of the BASIC LEASE PROVISIONS is hereby changed to read:
|
4.
|
Premises. Effective March 19, 2017, during this lease term and any further expansion terms, as long as suites 1197 is occupied by Tenant and Tenant is not in default, the following verbiage set forth in paragraph 2 of the OFFICE LEASE AGREEMENT dated April 1, 2016 will not apply:
|
5.
|
Security Deposit. Landlord currently holds a security deposit from the Tenant in the amount of $14,248.70. No additional security deposit shall be required in connection with this Second Amendment.
|
6.
|
Improvements to and Condition of Premises. Tenant accepts the Premises in “as is” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Second Amendment.
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7.
|
Miscellaneous.
|
7.1
|
This Second Amendment, which is hereby incorporated into and made a part of the Lease, sets forth the entire agreement between the parties with respect to the matters herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Second Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this
|
7.2
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
|
7.3
|
In the case of any inconsistency between the provisions of the Lease and the First Amendment, the provisions of this Second Amendment shall govern and control.
|
7.4
|
Submission of this Second Amendment by Landlord is not an offer to enter into this Second Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Second Amendment until Tenant and Landlord have executed and Landlord delivered the same to Tenant.
|
7.5
|
Tenant hereby represents to Landlord that Tenant has dealt with no real estate brokers or agents in connection with this Second Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Landlord Related Parties”) harmless from all claims of any real estate brokers or agents claiming to have represented Tenant in connection with this Second Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no real estate brokers or agents in connection with this Second Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Tenant Related Parties”) harmless from all claims of any real estate brokers or agents claiming to have represented Landlord in connection with this Second Amendment.
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7.6
|
Each signatory of this Second Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
|
Date:
|
3/12/2018 By: /s/ RICHARD L. SCHLENKER
|
Date:
|
3/12/2018 By: /s/ CHARLES ROBB
|
A.
|
Landlord and Tenant are parties to that certain lease dated April 1, 2016 (the “Lease”), the first amendment (the “First Amendment”) dated June 1, 2017 and the second amendment (the “Second Amendment”) dated March 12, 2018. Pursuant to the Lease, the First Amendment and the Second Amendment, Landlord has leased to Tenant space currently containing approximately 25,437 rentable square feet (the “Premises”) on the first and second floor of the building, located at 149 Commonwealth Dr., Menlo Park, CA 94025 (the “Building”).
|
B.
|
The Lease by its terms is due to expire on March 31, 2019 (“Expiration Date”)
|
C.
|
Tenant now desires to extend the term of the lease and expand the Premises to include approximately 2,872 rentable square feet (the “Third Expansion Premises”) described as Suite 2,118 for a total rentable square footage of 28,309 rentable square feet now known as (the “Premises,”) all on the following terms and conditions:
|
1.
|
Extension. The Term of the Lease is hereby extended for a one-year period (12 months) with an extended termination date “First Extended Termination Date” of March 31, 2020, unless sooner terminated in accordance with the terms of the Lease. That portion of the Term commencing the day immediately following the Lease Termination Date (“First Extension Date”) and ending on the First Extended Termination Date shall be referred to herein as the (“First Extended Term”).
|
2.
|
Expansion and Expansion Term. The Premises shall be expanded to include approximately 2872 rentable square feet (the “Third Expansion Premises”) described as Suite 2118, as shown in Exhibit A of this Third Amendment. The term of the Third Expansion Space shall commence on November 12, 2018 and terminate on the Expiration Date of March 31, 2020.
|
3.
|
Base Rent. The Base Rent for the Premises shall be as shown in the schedule below. Tenant shall continue to pay its’ proportionate share of the Operating Expenses and Real
|
DATE
|
PERIOD
|
RENTABLE SQ. FT.
|
BASE RENT PER RSF* PER YEAR
|
MONTHLY
AMOUNT
|
PERIODIC
AMOUNT
|
||||||
11/01/2018 to 11/11/2018
|
11 days
|
25,437
|
|
$53.52
|
|
|
$113,449.02
|
|
|
$41,597.97
|
|
11/12/2018 to 11/30/1018
|
19 days
|
28,309
|
|
$53.52
|
|
|
$126,258.13
|
|
|
$79,963.48
|
|
12/01/2018 to 03/31/2019
|
4 months
|
28,309
|
|
$53.52
|
|
|
$126,258.13
|
|
|
$505,032.52
|
|
04/01/2019 to 03/31/2020
|
12 months
|
28,309
|
|
$55.20
|
|
|
$130,221.40
|
|
|
$1,562,656.80
|
|
4.
|
Tenant’s Building Percentage. Effective November 12, 2018 the Tenant’s Building Percentage set forth in section C.5 of the BASIC LEASE PROVISIONS is hereby changed to read:
|
5.
|
Premises. Effective March 19, 2017, during this lease term and any further expansion terms, as long as suite 1197 is occupied by Tenant and Tenant is not in default, the following verbiage set forth in paragraph 2 of the OFFICE LEASE AGREEMENT dated April 1, 2016 will not apply:
|
6.
|
Security Deposit. Landlord currently holds a security deposit from the Tenant in the amount of $14,248.70. No additional security deposit shall be required in connection with this Third Amendment.
|
7.
|
Improvements to and Condition of Premises. Tenant accepts the Premises in “as is” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Third Amendment.
|
7.1.
|
Landlord at Landlord’s sole cost will patch and touch up with paint any damaged walls in addition to shampooing the carpets.
|
8.
|
Miscellaneous.
|
8.1.
|
This Third Amendment, which is hereby incorporated into and made a part of the Lease, sets forth the entire agreement between the parties with respect to the matters herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Third Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Third Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm, entity, broker or other tenants in the Building without obtaining the express written consent of Landlord.
|
8.2.
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
|
8.3.
|
In the case of any inconsistency between the provisions of the Lease and the Third Amendment, the provisions of this Third Amendment shall govern and control.
|
8.4.
|
Submission of this Third Amendment by Landlord is not an offer to enter into this Third Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Third Amendment until Tenant and Landlord have executed and Landlord delivered the same to Tenant.
|
8.5.
|
Tenant hereby represents to Landlord that Tenant has dealt with no real estate brokers or agents in connection with this Third Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Landlord Related Parties”) harmless from all claims of any real estate brokers or agents claiming to have represented Tenant in connection with this Third Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no real estate brokers or agents in connection with this Third Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such real estate brokers or agents (collectively, the “Tenant Related Parties”) harmless from all claims of any real
|
8.6.
|
Each signatory of this Third Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
|
Date:
|
11/8/2018 By: /s/ RICHARD L. SCHLENKER
|
Date:
|
11/8/2018 By: /s/ CHARLES ROBB
|
A.
|
Landlord and Tenant are parties to that certain lease dated April 1, 2016 (the “Lease”), the first amendment (the “First Amendment”) dated June 1, 2017, the second amendment (the “Second Amendment”) dated March 12, 2018 and the third amendment (the “Third Amendment”) dated November 8, 2018. Pursuant to the Lease, the First Amendment, the Second Amendment and the Third Amendment Landlord has leased to Tenant space currently containing approximately 28,309 rentable square feet (the “Premises”) on the first and second floor of the building, located at 149 Commonwealth Dr., Menlo Park, CA 94025 (the “Building”).
|
B.
|
The Lease by its terms is due to expire on March 31, 2020 (“Expiration Date”).
|
C.
|
Tenant and Landlord now desire to extend the term of the lease and modify the Premises on the following terms and conditions:
|
1.
|
Extension. The Term of the Lease is hereby extended for a two-year period (24 months) beyond the Expiration Date with an extended termination date of March 31, 2022 (the “Second Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Term commencing the day immediately following the Expiration Date and ending on the Second Extended Termination Date shall be referred to herein as the (“Second Extended Term”).
|
2.
|
Modification of Premises. Effective as of April 1, 2020, the Premises shall be modified as follows: (1) expanded to include approximately 14,485 rentable square feet on the second floor of the building and (2) decreased by approximately 6,732 rentable square feet on the second floor of the building as shown on Exhibit A of this Fourth Amendment (the “Fourth Expansion Premises”), such that the new Premises covered by the Lease shall thereafter be a total rentable square footage of 36,422 rentable square feet, as shown on Exhibit B of this Fourth Amendment and will then be known as (the “Premises”).
|
3.
|
Base Rent. The Base Rent for the Premises shall be as shown in the schedule below. Tenant shall continue to pay its’ proportionate share of the Operating Expenses and Real Estate Taxes on the Premises. As of October 1, 2019, the schedule of Base Rent payable with respect to the Premises is the following:
|
DATE
|
PERIOD
|
RENTABLE SQ. FT.
|
BASE RENT PER RSF* PER YEAR
|
MONTHLY AMOUNT
|
PERIODIC AMOUNT
|
10/01/2019 to 03/31/2020
|
6 months
|
28,309
|
$55.20
|
$130,221.40
|
$781,328.40
|
04/01/2020 to 03/31/2021
|
12 months
|
36,422
|
$57.00
|
$173,004.50
|
$2,076,054.00
|
04/01/2021 to 03/31/2022
|
12 months
|
36,422
|
$58.80
|
$178,467.80
|
$2,141,613.60
|
4.
|
Tenant’s Building Percentage. Effective April 1, 2020, the Tenant’s Building Percentage set forth in section C.5 of the BASIC LEASE PROVISIONS is hereby changed to read:
|
5.
|
Security Deposit. Landlord currently holds a security deposit from the Tenant in the amount of $14,248.70. No additional security deposit shall be required in connection with this Fourth Amendment.
|
6.
|
Improvements to and Condition of Premises. Tenant accepts the Premises in “as is” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements.
|
7.
|
Option to Extend. Effective April 1, 2020, the Conditions to Exercise of Options set forth in section 4.E(i) and 4.E(ii) of the LEASE shall be changed to read as follows:
|
8.
|
Determination of Monthly Base Rent during the Fifth and Sixth Extension Terms. The determination of the monthly base rent during the Fifth Extension Term and the Sixth Extension Term will be determined in accordance with Section 5C of the Lease.
|
9.
|
Miscellaneous.
|
9.1.
|
This Fourth Amendment, which is hereby incorporated into and made a part of the Lease, sets forth the entire agreement between the parties with respect to the matters herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Fourth Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Fourth Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm, entity, broker or other tenants in the Building without obtaining the express written consent of Landlord.
|
9.2.
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
|
9.3.
|
In the case of any inconsistency between the provisions of the Lease and the Fourth Amendment, the provisions of this Fourth Amendment shall govern and control.
|
9.4.
|
Submission of this Fourth Amendment by Landlord is not an offer to enter into this Fourth Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Fourth Amendment until Tenant and Landlord have executed and Landlord delivered the same to Tenant.
|
9.5.
|
Tenant hereby represents to Landlord that Tenant has dealt with no real estate brokers or agents in connection with this Fourth Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective
|
9.6.
|
Each signatory of this Fourth Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
|
Date:
|
10/23/2019 By: /s/ RICHARD L. SCHLENKER
|
Date:
|
10/23/2019 By: /s/ CHARLES ROBB
|
1.
|
I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2019 of Corcept Therapeutics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying 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)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Joseph K. Belanoff
|
Joseph K. Belanoff, M.D.
|
Chief Executive Officer and President
|
February 24, 2020
|
1.
|
I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2019 of Corcept Therapeutics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying 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)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ G. Charles Robb
|
G. Charles Robb
|
Chief Financial Officer and Secretary
|
February 24, 2020
|
(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 24, 2020
|
(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 24, 2020
|