Exhibit
10.39


 


September 27, 2002


VIA HAND DELIVERY


 


Daniel Weiner


Pharsight Corporation


Dear Dan:


As we have discussed, Pharsight Corporation (“Pharsight” or the
“Company”) is offering you continued employment through December 31, 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 through December 31, 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
BENEFITS. 
If you fully comply with all conditions of this Agreement, including
continuing to work through the Separation Date and failing to engage in any of
the Forfeiture Actions (defined in Section 14), and you sign and return the
Supplemental Release (attached hereto as Exhibit A) on or after the Separation
Date, the Company will provide you with the following severance benefits (the
“Severance Benefits”):  (a) severance
payments in the form of a continuation of your base salary in effect as of the
Separation Date, subject to required payroll deductions and required
withholdings, and paid on the Company’s normal payroll schedule beginning with
the first payday following the Effective Date of the Supplemental Release (as
defined therein) and continuing for six (6) months thereafter (the “Severance
Payments”); (b) a cash bonus, subject to required withholdings, in the amount
of one-hundred fifty thousand dollars ($150,000) and (c) if you timely elect to
continue your health insurance coverage under the federal COBRA law following
the Separation Date pursuant to Section 6, the Company will reimburse your
out-of-pocket costs to continue your COBRA coverage for you and your dependents
(if any) at the same level of coverage in effect as of the Separation Date for
either six (6) months following the Separation Date or the date that you become
eligible for health insurance coverage through a new employer, whichever is
shorter.


 


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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 Benefits, provided
that you must first sign and return the Supplemental Release to the
Company.  You will not be entitled to
receive the Severance Benefits 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 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, bonus or benefits before or after the Separation Date.  By way of example but not limitation, you
acknowledge and agree that the Incentive Bonus is the only bonus or incentive
compensation for which you may be eligible.


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 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 Benefits.


9.             PROPRIETARY
INFORMATION OBLIGATIONS. 
You hereby acknowledge and reaffirm your continuing obligations under
your Proprietary Information and
Inventions 


 


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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 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.


 


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13.          NONINTERFERENCE WITH COMPANY’S BUSINESS.


(a)           Forfeiture
Actions.  During your continued employment and for
a period of six (6) months following the termination of your employment (the
“Severance Period”), you agree not to engage in any of the following conduct
(the “Forfeiture Actions”):  (i) 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; (ii) either directly or indirectly, Solicit (as defined below) or
attempt to Solicit any Customer (defined below) of the Company; or (iii) directly
or indirectly, whether as owner, partner, shareholder, consultant, agent,
employee, co-venturer or otherwise, engaging, participating or investing in any
Competing Business (defined below).  In
the event that you engage in any of the Forfeiture Actions, your right to
receive the Severance Benefits will cease immediately upon the date that the
Forfeiture Action(s) first occurred and the Company will have no further
obligation to provide the Severance Benefits. 
Notwithstanding the foregoing, you may own up to one percent (1%) of the
outstanding stock of a publicly held corporation which constitutes or is
affiliated with a Competing Business.


(b)           Definitions.  For purposes of this Agreement:


(i)  The term
“Competing Business” shall mean: (A) a business which is competitive with any
business that the Company or any of its affiliates conducts or proposes to
conduct at any time during your employment; or (B) a business that the
Company or any of its affiliates conducts or proposes to conduct at any time during
the Severance Period, if you participated in the conduct of or planning for
such business while you were employed by the Company.


(ii)  The term
“Customer” shall mean any present or past customer, vendor, supplier or
business partner of the Company or any prospective customer, vendor, supplier
or business partner of the Company with whom you had contact during your
employment.


(iii)  The term
“Solicit” shall mean, directly or indirectly: (A) soliciting the business or
patronage of any Customer for any person or entity other than the Company;
(B) diverting, enticing, or otherwise taking away from the Company the
business or patronage of any Customer, or attempting to do so; or (C)
soliciting or inducing any Customer to terminate or reduce its relationship
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: (a) all claims arising out of or in any way related to your
employment with the Company or the termination of that employment; (b) all
claims related to your compensation or benefits from the Company, 


 


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including salary,
bonuses, commissions, vacation pay, expense reimbursements, severance pay,
fringe benefits, stock, stock options, or any other ownership interests in the
Company; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) 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
twenty-one (21) 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; and (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.


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 twenty-one (21) 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/ Mike S.
  Perry

  	
   

  
	
   

  	
  Mike S. Perry

  	
   

  
	
   

  	
  President and Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A —
  Supplemental Release

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B — Proprietary Information and Inventions
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Daniel
  Weiner

  	
   

  
	
  Daniel Weiner

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:  September 28, 2002

  	
   

  



 


 


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EXHIBIT
A


SUPPLEMENTAL RELEASE


(to be signed on or after the Separation Date)


In consideration for the Severance Benefits and other
consideration provided to me by Pharsight Corporation (the “Company”), and as
required by the Agreement between the Company and me dated September 27, 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 twenty-one (21) 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; and (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”).


 


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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:

  	
   

  
	
   

  	
   

  	
  Daniel Weiner

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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EXHIBIT
B


PHARSIGHT CORPORATION


 


Proprietary Information and
Inventions Agreement


 


In consideration
of, and as a condition of, my employment with Pharsight
Corporation, a California corporation (the “Company”), I Daniel L.
Weiner 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.             Definition of Invention.  As used in this Agreement, the term
Invention means any invention, idea, design, technology, original work of
authorship, formula, discovery, process, composition of matter, algorithm,
computer program, database, mask work, or trade secret, or any improvement to
any of the foregoing, that both (1) is made or conceived or created or first 


 


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reduced to
practice by me, either alone or jointly with others, during the period of my
employment, and (2) either (a) is developed using equipment, supplies,
facilities or trade secrets of the Company, (b) results from work performed by
me for the Company, or (c) relates to the Company’s business or to its current
or anticipated research or development.


6.             Disclosure and Assignment of
Inventions.   I will promptly disclose in confidence to the
Company all Inventions, whether or not in the course of my employment and
whether or not such Inventions are patentable, copyrightable, or protectable as
trade secrets.  I hereby irrevocably
transfer and assign to the Company all Inventions, and I agree that all
Inventions will be the sole and exclusive property of the Company.


 


7.             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.


 


8.             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 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.


 


9.             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 


 


 


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termination for
time and expenses actually spent by me at the Company’s request on such
assistance.


 


10.           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.  I represent that I will not bring with me to
the Company or use in the performance of my duties for the Company any documents
or materials of a former employer unless such items have been legally
transferred to the Company or are generally available to the public.


 


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


 


12.           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.


 


13.           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 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.


 


14.           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.


 


	
  PHARSIGHT CORPORATION

  	
   

  	
  RECIPIENT’S FULL NAME

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/  Robin A. Kehoe

  	
   

  	
  /s/  Daniel L. Weiner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Robin A. Kehoe

  	
   

  	
  Date:  December 3, 1997

  
	
   

  	
  Vice President, Finance

  	
   

  	
   

  
	
   

  	
  Date:  December 2, 1997

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


 


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