Exhibit
10.56


 


David Powell, Inc.


3190 Clearview Way


Suite 100


San Mateo, CA  94402


650-357-6000


650-357-6001 (fax)


FS@davidpowell.com





 


PERSONAL
& CONFIDENTIAL


 


October 17, 2003


 


Mr. Shawn M. O’Connor


President, Chief Executive Officer, and Director


Pharsight Corporation


800 West El Camino Real


Suite 200


Mountain View, CA  94040


 


Re:  Financial Services


 


Dear Shawn:


 


This letter is to document the arrangement between David Powell
Financial Services and Pharsight Corporation.


 


SERVICES


 


Cynthia Stevens will serve as the Interim Chief Financial Officer.  She will report to you directly in this role
and will be responsible for all finance-related activities of the company.


 


COST


 


Cynthia’s time, as the Interim Chief Financial Officer, will be billed
at a rate of $25,000 per month (payable in two semi-monthly installments).


 


TERMS


 


Fees are billed on the 16th and the 1st of the
month for the prior period and are due upon receipt.  A copy of DPI’s Standard Terms and Conditions is attached as
Exhibit A.


 


APPROVAL


 


Shawn, if the above is agreeable to you, please sign this letter in the
space below and return the original copy to DPI.


 

















 


Again, thank you for giving the Financial Services Division of David
Powell, Inc. the opportunity to be of service to Pharsight.  We look forward to working with you.


 


	
  Sincerely,

  	
   

  	
  Accepted:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Shawn M.
  O’Connor

  	
   

  
	
  William R. Gerth

  	
   

  	
  Shawn M. O’Connor

  	
   

  
	
  President

  	
   

  	
  Pharsight Corporation

  	
   

  
	
  Financial Services Division

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WRG/jdm

  	
   

  	
   

  	
   

  
	
  Enclosure

  	
   

  	
  10/17/03

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  



 


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EXHIBIT A


STANDARD TERMS AND
CONDITIONS


DAVID POWELL, INC. -
FINANCIAL SERVICES DIVISION


 


1.  Services:  David Powell, Inc., Financial Services
Division (“DPI”) will use reasonable efforts to perform the services (the
“Services”) described in the engagement letter between DPI and the Client
addressed therein (the “Letter”) to which these Standard Terms and Conditions
are attached as Exhibit A.  Client will
provide DPI with all resources (physical and human) reasonably requested by DPI
to enable DPI to perform the Services.


 


2.  Fees and Expenses:  Unless otherwise specified in the engagement
letter, fees will be billed semi-monthly, on the sixteenth and first day of
each month.  Expenses incurred by DPI on
behalf of the Client will be billed on the sixteenth and the first day of the
month when incurred with the fee billings. 
All invoices are due upon receipt.


 


3.  Terms:  Unless otherwise specified in the engagement
letter, this engagement will continue for two months.  After the minimum two-month engagement period, however, either
party may terminate the engagement by giving the other party 30 days’ prior
written notice.  The term of the
engagement may be extended at any time by mutual agreement of the parties and,
unless otherwise agreed, the provisions of the Letter and these Standard Terms
and Conditions will apply to any such extension.


 


4.  Independent Contractor:  DPI is an independent contractor, and will
indemnify the Client and hold it harmless to the extent of any obligation
imposed by law on the Client to pay any withholding taxes, social security,
unemployment or disability insurance, or similar items in connection with any
payments made by the Client for the Services.


 


5.  No Assurance of Funding:  Client acknowledges and understands that DPI
cannot and does not guarantee that Client will obtain funding which it deems
acceptable or adequate as a result of DPI’s performance of the Services.


 


6.  Indemnification:  Client will indemnify, defend DPI and
Cynthia Steves and hold them harmless against any and all claims, damages,
costs, fines, penalties, liabilities, attorneys, and other professional fees
and disbursements, suffered, incurred by, or asserted against DPI or Cynthia
Stevens in connection with its performance of the Services to the fullest
extent permitted under applicable law, except when such claims arise as a
result of DPI’s or Cynthia’s gross negligence, gross or willful
misconduct.  Client represents and
warrants to DPI and Cynthia Stevens that its Articles of Incorporation and
Bylaws contain provisions authorizing such indemnification.  In addition, Client will ensure that Cynthia
is covered by its directors and officers’ liability insurance policy.  The obligations of Client under this
paragraph are hereinafter collectively referred to as “Indemnity
Obligations.”   The Indemnity
Obligations shall survive for a period of five (5) years, any termination of
DPI’s and Cynthia’s services under this agreement and any amendment or
modification thereto.  Client agrees to
promptly tender any payments due to DPI or Cynthia Stevens, and/or counsel,
under or in respect of the Indemnity Obligations, within three (3) business
days following written demand by DPI or Cynthia Stevens, and/or their counsel,
which demand shall include a detailed description of each such obligation
demanded.  Client’s Indemnity
Obligations shall not apply to costs or to amounts paid in settlement of any
loss, claim, damage, liability, or action if such settlement is effected
without the consent of Client, which consent shall not be unreasonably
withheld.


 


7.  Non-Solicitation:  Client and DPI each agree not to solicit the
other’s employees without the other’s prior written consent.  If an employee should resign from one party
and become employed by the other party within the 120-day period following such
employee’s effective date of resignation, then the hiring party will be deemed
to have breached its obligations hereunder. 
The parties agree that, in such event, the hiring party will pay the
other party, for such breach, an amount equal to one-fourth (1/4) of the
terminated employee’s first year’s targeted cash compensation, including base
salary and bonus, offered by the hiring party.


 


8.  Expiration:  The proposal contained in this letter is
valid for ten calendar days from proposal date.


 


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