Exhibit
10.36


 


August 19, 2002


VIA HAND DELIVERY


 


Robert Powell


Pharsight Corporation


Dear Bob:


As you have been informed, Pharsight Corporation (“Pharsight” or the
“Company”) is undergoing operational restructuring.  As a result, your position will be eliminated and your employment
with Pharsight will terminate.  In order
to ease your transition to other employment, the Company is offering you
continued employment through September 30, 2002 and severance benefits under
the terms and conditions set forth below (the “Agreement”).


1.             CONTINUED
EMPLOYMENT.  Provided that you continue to satisfactorily perform your job duties,
and comply with Company policies and procedures, subject to Paragraph 4 below,
the Company may continue to employ you in the position of Senior Vice President
through September 30, 2002 (the “Separation Date”) and you will continue to be
paid your regular base salary in effect as of the date of this Agreement during
the period of such continued employment.


2.             ACCRUED
SALARY AND PAID TIME OFF. 
On the Separation Date, the Company will pay you all accrued and unpaid
salary, and all accrued and unused vacation, earned through the Separation
Date, less required payroll deductions and withholdings.  You are entitled to these payments
regardless of whether you sign this Agreement.


3.             SEVERANCE
PAYMENT. 
If you fully comply with all conditions of this Agreement (including
continuing to work through the Separation Date), and sign and return the
Supplemental Release (attached hereto as Exhibit A) on or after the Separation
Date, the Company will provide you with a severance payment equal to
seventy-five thousand dollars ($75,000), subject to required payroll deductions
and required withholdings (the “Severance Payment”).  The Severance Payment will be provided within ten (10) business
days after the Effective Date of the Supplemental Release (as defined therein).


4.             TERMINATION OF EMPLOYMENT PRIOR TO SEPARATION
DATE.  The Company can terminate your employment prior to the Separation
Date with or without Cause (as defined below), upon notice to you.  In addition, you can terminate your
employment prior to the Separation Date for any reason upon notice to the
Company.  If, prior to the Separation
Date, the Company terminates your employment without Cause, you will be
entitled to receive the Severance Payment, provided
that you must first sign and return the Supplemental Release to the
Company.  You will not be entitled to
receive the Severance Payment if your employment is terminated for Cause or you
resign for any reason prior to the Separation Date.  For the purposes of this Agreement, Cause for termination of your
employment by the Company shall mean: 
(a) your conviction (including a guilty or no contest plea) of any
felony or any other crime involving dishonesty; (b) your participation in
any fraud against the Company; (c) your breach of 


 


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any obligation under this
Agreement; (d) your damage to any Company property; or (e) conduct by
you which in the good faith and reasonable determination of the Company’s Board
of Directors demonstrates gross unfitness to serve.


5.             HEALTH
INSURANCE. 
To the extent provided by the federal COBRA law or, if applicable, state
insurance laws, and by the Company’s current group health insurance policies,
you will be eligible to continue your group health insurance benefits at your
own expense after the Separation Date. 
Later, you may be able to convert to an individual policy through the
provider of the Company’s health insurance, if you wish.  You will be provided a separate notice
describing your rights and obligations under COBRA on or after the Separation
Date.


6.             OTHER
COMPENSATION OR BENEFITS. 
You acknowledge that, except as expressly provided in this Agreement,
you will not receive any additional compensation, severance, stock option
vesting, or benefits before or after the Separation Date.  By way of example, but not limitation, you
acknowledge and agree that you are not eligible for any bonus or other
incentive compensation.


7.             EXPENSE
REIMBURSEMENTS. 
Within ten (10) business days following the Separation Date (or any
earlier termination date), you must submit your final documented expense
reimbursement statement, including written receipts, reflecting all business
expenses you incurred through the Separation Date, if any, for which you seek
reimbursement.  The Company will
reimburse you for these expenses pursuant to its regular business practices.


8.             RETURN
OF COMPANY PROPERTY. 
You agree to return to the Company, no later than the Separation Date or
at the Company’s earlier request, all Company documents (and all copies
thereof) and other Company property that you have in your possession or
control, including, but not limited to, Company files, notes, drawings, records,
business plans and forecasts, financial information, specifications,
computer-recorded information, tangible property (including, but not limited
to, computers), credit cards, entry cards, identification badges and keys; and,
any materials of any kind that contain or embody any proprietary or
confidential information of the Company (and all reproductions thereof).  The timely return of such property is a
condition precedent to the Company providing you with the Severance Payment.


9.             PROPRIETARY
INFORMATION OBLIGATIONS. 
You hereby acknowledge and reaffirm your continuing obligations under
your Proprietary Information and
Inventions Agreement, which apply both during and after your employment.  A copy of your Proprietary Information and Inventions Agreement
is attached hereto as Exhibit B.


10.          CONFIDENTIALITY.  The
provisions of this Agreement will be held in strictest confidence by you and
the Company and will not be publicized or disclosed in any manner whatsoever; provided,
however, that:  (a) you
may disclose this Agreement in confidence to your immediate family;
(b) the parties may disclose this Agreement in confidence to their
respective attorneys, accountants, auditors, tax preparers, and financial
advisors; (c) the Company may disclose this Agreement to investors or
potential investors and to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may disclose
this Agreement insofar as such disclosure may be necessary to enforce its terms
or as otherwise required by law.  In
particular, and without limitation, you agree not to disclose the terms of this



 


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Agreement to any current
or former employee, consultant or independent contractor of the Company.


11.          NONDISPARAGEMENT. 
You agree
that you will not at any time disparage the Company or its directors, officers,
shareholders, agents, or employees in any manner likely to be harmful to the
personal or business reputation of it or them, and the Company (through its
officers and directors) agrees that it will not disparage you in any manner
likely to be harmful to your personal or business reputation, provided that
both you and the Company shall respond accurately and fully to any question,
inquiry, or request for information when required by legal process.


12.          COOPERATION.  You agree to cooperate with the Company in
responding to the Company’s requests in connection with any existing or future
litigation, arbitrations, mediations or investigations brought by or against
the Company or any of its affiliates, agents, officers, directors or employees,
whether administrative, civil or criminal in nature, in which the Company
reasonably deems your cooperation necessary or desirable.  In such matters, you agree to provide the
Company with reasonable advice, assistance and information, including offering
and explaining evidence, providing sworn statements, and participating in
discovery and trial preparation and testimony. 
You also agree to promptly send the Company copies of all correspondence
(for example, but not limited to, subpoenas) received by you in connection with
any such legal proceedings, unless you are expressly prohibited by law from so
doing.  You will act in good faith to
furnish the information and cooperation required by this paragraph and the
Company will act in good faith so that the requirement to furnish such
information and cooperation does not create an undue hardship for you.  The Company will reimburse you for reasonable out-of-pocket expenses
incurred by you as a result of your cooperation, with the exception of lost
compensation, within ten (10) days of the presentation of appropriate
documentation thereof, in accordance with the Company’s standard reimbursement
policies and procedures.


13.          NONSOLICITATION OF COMPANY EMPLOYEES. 
You
hereby agree that during your continued employment and for six (6) months after
the termination of your employment for any reason, you will not, either
directly or indirectly, solicit, attempt to solicit, induce or otherwise cause
any employee of the Company to terminate his or her employment with the
Company.


14.          RELEASE
OF CLAIMS.  In consideration for, and as a condition of, your
continued employment and other consideration provided to you by the Company
under this Agreement, to which you are not otherwise entitled, you hereby
generally and completely release the Company and its directors, officers,
employees, shareholders, partners, agents, attorneys, predecessors, successors,
parent and subsidiary entities, insurers, affiliates, and assigns from any and
all claims, liabilities and obligations, both known and unknown, that arise out
of or are in any way related to events, acts, conduct, or omissions occurring
at any time prior to and including the date you sign this Agreement.  This general release includes, but is not
limited to: (1) all claims arising out of or in any way related to your
employment with the Company or the termination of that employment; (2) all
claims related to your compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in
the Company; (3) all 


 


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claims for breach of
contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing; (4) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy;
and (5) all federal, state, and local statutory claims, including claims for
discrimination, harassment, retaliation, attorneys’ fees, or other claims
arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, the federal Age Discrimination in
Employment Act (as amended) (“ADEA”), and the California Fair Employment and
Housing Act (as amended).


15.          ADEA
WAIVER.  You acknowledge that you are knowingly
and voluntarily waiving and releasing any rights you may have under the ADEA,
and that the consideration given for the waiver and release in the preceding
paragraph is in addition to anything of value to which you were already
entitled.  You further acknowledge that
you have been advised by this writing that:  (a) your waiver and release do
not apply to any rights or claims that may arise after the date you sign this
Agreement; (b) you should consult with an
attorney prior to signing this Agreement; (c) you
have forty-five (45) days to consider this Agreement (although you may choose
to voluntarily sign this Agreement earlier); (d) you
have seven (7) days following the date you sign this Agreement to revoke the
Agreement; (e) this Agreement will not be
effective until the date upon which the revocation period has expired, which
will be the eighth calendar day after the date you sign this Agreement; and
(f) you hereby acknowledge that with this Agreement, the Company has
provided you with a Disclosure Under Title 29 U.S. Code Section 626(f)(1)(H)
which is attached hereto as Exhibit C.


16.          RELEASE
OF UNKNOWN CLAIMS.  You acknowledge that you have read and understand
Section 1542 of the California Civil Code: 
“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.”  You hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to your release of any unknown or unsuspected
claims.


17.          ARBITRATION.  To
ensure rapid and economical resolution of any disputes which may arise under
this Agreement, you and the Company agree that any and all disputes or
controversies of any nature whatsoever arising from or regarding the
interpretation, performance, enforcement or breach of this Agreement shall be
resolved, to the fullest extent allowed by law, by confidential, final and
binding arbitration conducted before a single arbitrator with Judicial
Arbitration and Mediation Services, Inc. (“JAMS”) in San Francisco, California,
under the then-existing JAMS employment rules. 
The
parties  acknowledge that by agreeing to this arbitration
procedure, they each waive the right to resolve any such dispute through a
trial by jury, judge or administrative proceeding.  The arbitrator shall:  (a) have the authority to compel
adequate discovery for the resolution of the dispute and to award such relief
as would otherwise be permitted by law; and (b) issue a written
arbitration decision including the arbitrator’s essential findings and
conclusions and a statement of the award. 
The Company shall pay all JAMS’ arbitration fees in excess of those which
would be required if the dispute were decided in a court of law.  Nothing in this Agreement is intended to
prevent either you or the Company from obtaining injunctive relief in court to
prevent irreparable harm pending the conclusion of any such arbitration.  Notwithstanding the foregoing, you and the
Company each 


 


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have the right to resolve
any issue or dispute involving Company trade secrets or invention rights by
court action instead of arbitration.


18.          MISCELLANEOUS.  This
Agreement, including Exhibits A and B, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company with
regard to its subject matters.  It is
entered into without reliance on any promise or representation, written or
oral, other than those expressly contained herein, and it supersedes any other
such promises, warranties or representations. 
This Agreement may not be modified or amended except in a writing signed
by both you and a duly authorized officer of the Company.  This Agreement will bind the heirs, personal
representatives, successors and assigns of both you and the Company, and inure
to the benefit of both you and the Company, their heirs, successors and
assigns.  If any provision of this
Agreement is determined to be invalid or unenforceable, in whole or in part,
this determination will not affect any other provision of this Agreement and
the provision in question will be modified by the court so as to be rendered
enforceable.  This Agreement will be
deemed to have been entered into and will be construed and enforced in
accordance with the laws of the State of California as applied to contracts
made and to be performed entirely within California.


We hope the foregoing terms are acceptable to you.  If you agree to the terms set forth in this
Agreement, please sign below and return the original to me.  You have up to forty-five (45) calendar days
to decide whether you want to accept the Company’s offer contained herein.  If you have any questions regarding these
matters, feel free to contact me.


We wish you good luck in your future endeavors.


Sincerely,


	
  PHARSIGHT CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Stacy Murphy

  	
   

  
	
   

  	
  Stacy Murphy

  	
   

  
	
   

  	
  Vice President, Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A —
  Supplemental Release

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B — Proprietary Information and Inventions
  Agreement

  	
   

  
	
   

  	
   

  
	
  Exhibit C — Disclosure
  Under Title 29 U.S. Code Section 626(f)(1)(H)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  Powell

  	
   

  
	
  Robert Powell

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:  August 19, 2002

  	
   

  



 


 


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EXHIBIT
A


SUPPLEMENTAL RELEASE


(to be signed on or after the Separation Date)


In consideration for the Severance Payment and other
consideration provided to me by Pharsight Corporation (the “Company”), and as
required by the Agreement between the Company and me dated August 19,
2002, I hereby give the following Supplemental Release.


I hereby generally and completely release the Company
and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring at any time prior to and including the
date I sign this Supplemental Release. 
This general release includes, but is not limited to: (1) all
claims arising out of or in any way related to my employment with the Company
or the termination of that employment; (2) all claims related to my compensation
or benefits from the Company, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company; (3) all claims
for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (4) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (5) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys’ fees,
or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act (as amended) (“ADEA”), and the California Fair
Employment and Housing Act (as amended).


I acknowledge that I am knowingly and
voluntarily waiving and releasing any rights I may have under the ADEA, and
that the consideration given for the waiver and release in the preceding
paragraph is in addition to anything of value to which I am already
entitled.  I further acknowledge that I
have been advised by this writing that:  (a) my waiver and release do not
apply to any rights or claims that may arise after the date I sign this
Supplemental Release; (b) I should consult with an
attorney prior to signing this Supplemental Release (although I may choose not
to do so); (c) I have forty-five (45) days to
consider this Supplemental Release (although I may choose to voluntarily sign
it earlier); (d) I have seven (7) days following the
date I sign this Supplemental Release to revoke it; (e) this
Supplemental Release will not be effective until the date upon which the
revocation period has expired, which will be the eighth calendar day after the
date I sign it (the “Effective Date”); and (f) I hereby acknowledge that with
the Agreement, the Company provided me with a Disclosure Under Title 29 U.S.
Code Section 626(f)(1)(H), attached as Exhibit C.


 


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I UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.  I
acknowledge that I have read and understand Section 1542 of the California
Civil Code which reads as follows:  “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims I may have.


	
   

  	
  By:

  	
  /s/  Robert Powell

  
	
   

  	
   

  	
  Robert Powell

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  September 30, 2002

  



 


 


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EXHIBIT
B


PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 


In consideration
of, and as a condition of, my employment with Pharsight
Corporation, a Delaware corporation (the “Company”), I hereby represent
to and agree with the Company as follows:


 


1.             Purpose of Agreement; Effective
Date.  I understand that the
Company is engaged in a continuous program of research, development,
production, and marketing in connection with its business and that it is
critical for the Company to preserve and protect its Proprietary Information
(as defined below) and its rights in Inventions (as defined below) and all
related intellectual property rights. 
Accordingly, whether or not I am expected to create inventions of value
for the Company, I am entering into this Proprietary Information and Inventions
Agreement (this “Agreement”) as a condition of my employment with the
Company.  This Agreement shall be
effective as of the first day of my employment with the Company.


 


2.             Definition of Proprietary
Information.  Proprietary
Information is any information of a confidential nature (i.e., not generally
known or publicly available) that may be disclosed to me that relates to the
business of the Company or to the business of any parent, subsidiary, affiliate,
customer, or supplier of the Company or to the business of any other party with
whom the Company agrees to hold the information disclosed by such party in
confidence.   Proprietary Information
includes but is not limited to Inventions, marketing plans, product plans,
business strategies, financial information, forecasts, personnel information,
customer lists, and product sales and pricing information.


 


3.             Confidentiality.  I  understand that my
employment by the Company creates a relationship of confidence and trust with
respect to Proprietary Information.  At
all times, both during my employment with the Company and after the termination
of such employment, I will keep and hold all Proprietary Information in
confidence and trust, and I will not use or disclose any Proprietary
Information without the prior written consent of the Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company.  Upon termination of my
employment with the Company, I will promptly deliver to the Company all
documents and materials of any nature pertaining to my work with the Company,
and I will not take with me any documents or materials or copies thereof
containing any Proprietary Information.


 


4.             Work for Hire.  I acknowledge and agree that any copyrightable works
prepared by me within the scope of my employment are “works for hire” under the
Copyright Act and that the Company will be considered the author and owner of
such copyrightable works.


 


5.             Additional Activities.  I agree that during the period of my employment by the Company I
will not, without the Company’s express written consent, engage in any
employment or business activity which is competitive with, or would otherwise
conflict with, my employment by the Company. 
I agree further that for the period of my employment by the Company and
for 


 


 


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one (l) year after
the date of termination of my employment by the Company I will not, either
directly or through others, solicit or attempt to solicit any employee,
independent contractor or consultant of the company to terminate his or her
relationship with the Company in order to become an employee, consultant or
independent contractor to or for any other person or entity.


 


6.       Definition of Invention.  The term Invention includes all inventions,
improvements, designs, original works of authorship, formulas, processes,
compositions of matter, algorithms, computer software programs, databases, mask
works, and trade secrets that either (a) are developed using equipment,
supplies, facilities or trade secrets of the Company, (b) result from work
performed by me for the Company, or (c) relate to the Company’s business or to
its current or anticipated research or development.


7.             Disclosure and Assignment of
Inventions.   I will promptly disclose in confidence to the
Company all Inventions that I make or conceive or create or first reduce to
practice, either alone or jointly with others, during the period of my
employment, whether or not in the course of my employment and whether or not
such Inventions are patentable, copyrightable, or protectable as trade
secrets.  I agree that all Inventions
that (a) are developed using equipment, supplies, facilities or trade secrets
of the Company, (b) result from work performed by me for the Company, or (c)
relate to the Company’s business or to its current or anticipated research or
development will be the sole and exclusive property of the Company and are
hereby irrevocably assigned by me to the Company.


 


8.             Assignment of Other Rights.  In addition to the foregoing
assignment of Inventions to the Company, I hereby irrevocably transfer and
assign to the Company: (a) all worldwide patents, patent applications,
copyrights, mask works, trade secrets, and any other intellectual property
rights in any and all Inventions, and (b) any and all Other Rights (as defined
below) that I may have in or with respect to any Invention.  I also hereby forever waive and agree never
to assert any Other Rights I may have in or with respect to any Invention, even
after termination of my employment with the Company.  “Other Rights” means any right to claim author’s rights with
respect to an Invention, to object to or prevent the modification of any
Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether such right
is denominated or generally referred to as a “moral right” or otherwise.


 


9.             Labor Code Notice.  I  have been notified and
understand that the provisions of paragraphs 6 and 7 of this Agreement do not
apply to any Invention that qualifies fully under the provisions of Section
2870 of the California Labor Code, which states as follows:


 


ANY PROVISION IN
AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN OR OFFER
TO ASSIGN ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL
NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER
OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE
SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (1) RELATE AT THE
TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S
BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE
EMPLOYER, OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE
EMPLOYER.  TO THE EXTENT A PROVISION IN
AN EMPLOYEE AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN 


 


 


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INVENTION
OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR
CODE SECTION 2870 (A), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE
AND IS UNENFORCEABLE.


 


10.           Assistance.  I  agree
to assist the Company in every proper way to obtain for the Company and to
enforce patents, copyrights, mask work rights, trade secret rights, and other
legal protections for the Company’s Inventions in any and all countries.  I will execute any documents that the
Company may reasonably request for use in obtaining or enforcing such patents,
copyrights, mask work rights, trade secret rights and other legal
protections.  My obligations under this
paragraph will continue beyond the termination of my employment with the
Company, provided that the Company will compensate me at a reasonable rate
after such termination for time and expenses actually spent by me at the
Company’s request on such assistance.


 


11.           No Breach of Prior Agreement.  I  represent that my
performance of all the terms of this Agreement and my duties as an employee of
the Company will not breach any invention assignment, proprietary information,
or similar agreement with any former employer or other party. During my
employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or
any other person to whom I have an obligation of confidentiality, and I will
not bring onto the premises of the Company any unpublished documents or any
property belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person, or unless the items have been legally transferred to the
Company or are generally available to the public.  I will use in the performance of my duties only information which
is generally known and used by persons with training and experience comparable
to my own, which is common knowledge in the industry or otherwise legally in
the public domain, or which is otherwise provided, developed or owned by the
Company.


 


12.         Prior Inventions.  If, in the course of my employment with the Company, I
incorporate a prior invention made by me into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such prior invention.  Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be
incorporated, prior inventions in any Company Inventions without the Company’s
prior written consent.


 


13.           Notification. I  hereby authorize the Company
to notify my future employers of the terms of this Agreement and my
responsibilities hereunder.


 


14.           Injunctive Relief. 
I  understand that in the event of a breach
or threatened breach of this Agreement by me, the Company may suffer
irreparable harm and will therefore be entitled to injunctive relief to enforce
this Agreement.


 


15.           Governing Law; Severability.  This Agreement will be governed and interpreted in
accordance with the laws of the State of California, without regard to
application of choice of law rules or principles.  In the event that any provision of this Agreement is found by a
court, arbitrator, or other tribunal to be illegal, invalid, or unenforceable,
then such provision shall not 


 


 


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be voided but
shall be enforced to the maximum extent permissible under applicable law, and
the remainder of this Agreement shall remain in full force and effect.


 


16.           No Duty to Employ. 
I  understand that this Agreement does not
constitute a contract of employment or obligate the Company to employ me for
any stated period of time.


 


17.           FDA Debarrment.  I represent that I have never been debarred under Section 306(a)
or (b) of the Federal Food Drug or Cosmetic Act and that I will immediately
notify the Company in the event that any debarrment proceedings are commenced against
me.


 


 


	
  PHARSIGHT CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/  Stacy Murphy

  	
   

  	
  /s/  John Robert Powell

  
	
   

  	
   

  	
   

  	
   

  
	
  Stacy Murphy

  	
   

  	
  Date: March 8, 2001

  
	
  Vice President, Human
  Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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Exhibit C


DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION
626(F)(1)(H)


	
  Confidentiality
  Provision:

  	
   

  	
  The
  information contained in this document is private and confidential.  You may not disclose this information to
  anyone except your professional advisors.

  



 


1.                                       The following departments have been
selected for the severance package program:


(Dept. 220) Service Management


(Dept. 230) Scientific Services


(Dept. 400) R&D Management


(Dept. 410) R&D SF Repository


(Dept. 440) R&D Bio Workbench


(Dept. 460) R&D Information Products


(Dept. 470) R&D Technical Publications


(Dept. 490) R&D Quality Assurance


(Dept. 700) Direct Sales


(Dept. 810) Accounting


(Dept. 820) Human Resources


(Dept. 930) Information Technology


(Dept. 950) Facilities


 


2.                                       In the departments listed above,
employees whose job positions are being eliminated are eligible to participate
in the severance package program.


 


3.                                       You and all others receiving this
disclosure will have forty-five (45) days to review the terms and conditions of
the severance package and to decide whether to accept the package.


 


	
  EMPLOYEES ELIGIBLE FOR THE
  SEVERANCE PACKAGE PROGRAM

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JOB TITLE

  	
   

  	
  AGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software
  Engineer

  	
   

  	
  45

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Numerical Analyst

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Desktop Publisher

  	
   

  	
  53

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Manager, QA Engineering

  	
   

  	
  60

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software Engineer

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Administrative Services Coordinator

  	
   

  	
  47

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Field
  Support Tech

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Human
  Resources Representative

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A/P Accountant

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Account Executive

  	
   

  	
  38

  	
   

  



 


 


1

















 


 


	
  Software Developer

  	
   

  	
  24

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software Engineer

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software Developer

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director of User Experience

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consultant

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior VP, Drug Development Consulting Services

  	
   

  	
  54

  	
   

  



 


 


	
  EMPLOYEES NOT ELIGIBLE FOR THE SEVERANCE PACKAGE
  PROGRAM

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JOB TITLE

  	
   

  	
  AGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VP and Chief Scientist

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sr.
  VP Drug Development Consulting

  	
   

  	
  52

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Project
  Manager

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sr.
  Project Manager

  	
   

  	
  48

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Scientific
  Consultant

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior
  Consultant

  	
   

  	
  48

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Scientist

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior
  Scientific Consultant

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Data
  Analyst

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior Scientific Consultant

  	
   

  	
  50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Scientific Consultant

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director,
  Scientific Consulting

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Scientific
  Consultant

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consultant

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VP
  Product Development

  	
   

  	
  44

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director,
  Software Development

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software
  Engineer

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software
  Engineer

  	
   

  	
  41

  	
   

  



 


 


2

















 


 


	
  Principal Software Engineer

  	
   

  	
  34

  	
   

  
	
  Software Engineer

  	
   

  	
  42

  	
   

  
	
  Software Engineer

  	
   

  	
  32

  	
   

  
	
  Project Manager

  	
   

  	
  38

  	
   

  
	
  Senior Software Engineer

  	
   

  	
  34

  	
   

  
	
  Senior Software Engineer

  	
   

  	
  55

  	
   

  
	
  VP, R&D

  	
   

  	
  53

  	
   

  
	
  Senior Product Designer

  	
   

  	
  37

  	
   

  
	
  Software Development
  Manager

  	
   

  	
  33

  	
   

  
	
  On-line Developer /
  Technical Writer

  	
   

  	
  51

  	
   

  
	
  Technical Publications
  Manager

  	
   

  	
  34

  	
   

  
	
  Senior QA Engineer

  	
   

  	
  46

  	
   

  
	
  QA Engineer

  	
   

  	
  35

  	
   

  
	
  QA Engineer

  	
   

  	
  54

  	
   

  
	
  Global Account Manager

  	
   

  	
  41

  	
   

  
	
  Senior Account Manager

  	
   

  	
  53

  	
   

  
	
  VP, Sales

  	
   

  	
  54

  	
   

  
	
  Global Account Director

  	
   

  	
  40

  	
   

  
	
  Senior Accounting Manager

  	
   

  	
  55

  	
   

  
	
  A/R Specialist

  	
   

  	
  29

  	
   

  
	
  GL Accountant

  	
   

  	
  30

  	
   

  
	
  Financial Controller

  	
   

  	
  33

  	
   

  
	
  Unix Systems
  Administrator

  	
   

  	
  31

  	
   

  
	
  Corporate Webmaster

  	
   

  	
  28

  	
   

  
	
  Senior Network Administrator

  	
   

  	
  36

  	
   

  
	
  Service Desk Administrator

  	
   

  	
  21

  	
   

  
	
  Systems Administrator

  	
   

  	
  47

  	
   

  
	
  Database Administrator

  	
   

  	
  31

  	
   

  
	
  Director of IT

  	
   

  	
  34

  	
   

  



 


 


3

















 


 


	
  Administrative Services
  Coordinator

  	
   

  	
  32

  	
   

  
	
  Administrative Assistant

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


 


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