1088856--3/30/2006--CORCEPT_THERAPEUTICS

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{stock, price, operating}

{regulation, change, law}

{cost, operation, labor}

{property, intellectual, protect}

{provision, law, control}

{control, financial, internal}

{operation, natural, condition}

{product, market, service}

{operation, international, foreign}

{personnel, key, retain}

{stock, price, share}

{acquisition, growth, future}

Risks Related to Our Business We have incurred losses since inception and anticipate that we will incur continued losses for the foreseeable future. We will depend heavily on the success of our lead product, CORLUX, which is still in development. If we are unable to commercialize CORLUX, or experience significant delays in doing so, we may be unable to generate revenues and our stock price may decline. Our clinical trials may not demonstrate that CORLUX is safe and effective. If our clinical trials of CORLUX for the treatment of the psychotic features of PMD do not demonstrate safety and efficacy, or if the clinical trials are delayed or terminated, our business will be harmed. We depend on clinical investigators and clinical sites to enroll patients in our clinical trials and other third parties to manage the trials and to perform related data collection and analysis, and, as a result, we may face costs and delays outside of our control. The contracts for our European trial activities are denominated in Euros and we bear the currency rate exposure for the cost of these trials. If we are unable to obtain or maintain regulatory approval, we will be limited in our ability to commercialize our products, including CORLUX, and our business will be harmed. Failure to obtain regulatory approval in foreign jurisdictions will prevent us from commercializing our products abroad. The fast track designation for the development program of CORLUX for the treatment of the psychotic features of PMD may not lead to a faster development or regulatory review or approval process. Even if we receive approval for the marketing and sale of CORLUX for the treatment of the psychotic features of PMD, it may never be accepted as a treatment for PMD. Public perception of the active ingredient in CORLUX, mifepristone or RU 486, may limit our ability to market and sell CORLUX. We have no manufacturing capabilities and we currently depend on third parties who are single source suppliers to manufacture CORLUX. If these suppliers are unable to continue manufacturing CORLUX and we are unable to contract quickly with alternative sources, our business will be harmed. If our third party manufacturers of CORLUX fail to comply with FDA regulations or otherwise fail to meet our requirements, our product development and commercialization efforts may be delayed. If we or others identify side effects after our products are on the market, we may be required to perform lengthy additional clinical trials, change the labeling of our products or withdraw our products from the market, any of which would hinder or preclude our ability to generate revenues. If CORLUX or future product candidates conflict with the patents of others or if we become involved in other intellectual property disputes, we could have to engage in costly litigation or obtain a license and we may be unable to commercialize our products. If we are unable to protect our trade secrets and proprietary information, our ability to compete in the market could be diminished. Our licensed patent covering the use of mifepristone to treat PMD is a method of use patent rather than a composition of matter patent, which increases the risk that physicians will prescribe another manufacturer s mifepristone for the treatment of PMD rather than CORLUX. Our efforts to discover, develop and commercialize new product candidates beyond CORLUX are at a very early stage. If we fail to identify and develop additional uses for GR-II antagonists, we may be unable to market additional products. If we need additional capital sooner than anticipated, it could reduce our ability to compete. We may not be able to pursue all of our product research and development opportunities if we are unable to secure adequate funding for these programs. We may have substantial exposure to product liability claims and may not have adequate insurance to cover those claims. We have no sales staff and limited marketing activities and will need to develop sales and marketing capabilities to successfully commercialize CORLUX and any future uses of GR-II antagonists. We will need to increase the size of our organization, and we may experience difficulties in managing growth. If we are unable to obtain acceptable prices or adequate reimbursement for our products from third-party payors, we will be unable to generate significant revenues. We face competition from companies with substantial financial, technical and marketing resources, which could limit our future revenues from the commercialization of CORLUX for the treatment of the psychotic features of PMD. Rapid technological change could make our products obsolete. If we lose our key personnel or are unable to attract and retain additional skilled personnel, we may be unable to pursue our product development and commercialization efforts. If we acquire other GR-II antagonists or other technologies or potential products, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition. The occurrence of a catastrophic disaster or other similar events could cause damage to our or our manufacturers facilities and equipment, which could require us to cease or curtail operations. Risks Related to Our Stock The market price of our common stock may be highly volatile. Securities analysts may not continue to provide or initiate coverage of our common stock or may issue negative reports, and this may have a negative impact on our common stock s market price. A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. Our officers, directors and principal stockholders control a majority of our common stock and will be able to significantly influence corporate actions. We may incur increased costs as a result of recently enacted and proposed changes in laws and regulations. Because we have been a public company for a short time, we have limited experience complying with public company obligations, including recently enacted changes in securities laws and regulations. Compliance with these requirements will increase our costs and require additional management resources, and we still may fail to comply. Changes in or interpretations of accounting rules and regulations, such as expensing of stock options, could result in unfavorable accounting charges or require us to change our compensation policies. Anti-takeover provisions in our charter and bylaws and under Delaware law may make an acquisition of us or a change in our management more difficult, even if an acquisition or a management change would be beneficial to our stockholders.

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1088856--3/30/2006--CORCEPT_THERAPEUTICS_INC