Exhibit 10.41


 


October 16, 2002


 


Alloy Ventures


480 Cowper Street


Second Floor


Palo Alto, California


Attn: 
Tony Di Bona


 


Sprout Group


11 Madison Avenue


13th Floor


New York, NY 10010


Attn: Kathleen D. La Porte


 


Re:          Waiver


Ladies and Gentlemen:


Reference is hereby made to that certain Preferred Stock and Warrant
Purchase Agreement dated as of June 25, 2002 (the “Purchase Agreement”), by and
among Pharsight Corporation (“Pharsight”) and each of the purchasers named
therein (collectively, the “Purchasers”). 
All capitalized but undefined terms used herein shall have the meanings
ascribed to them in the Purchase Agreement.


Pharsight hereby requests each of the Purchasers to waive the
requirement to cause the Registration Statement to be filed prior to 105 days after
the Initial Closing Date pursuant to Section 9.1(a) of the Purchase
Agreement.  Further, Pharsight hereby
requests each of the Purchasers to waive until November 30, 2002, any rights to
any liquidated damages it may have pursuant to Section 9.2(f) of the Purchase
Agreement.  In this regard, each of the
Purchasers hereby acknowledges that if this waiver is given, (a) Pharsight will
rely on this waiver in connection with the timing of seeking the effectiveness
of the Registration Statement; and (b) Pharsight shall not be obligated to make
any payment of liquidated damages to any Purchaser in the event a Registration
Statement covering all of the Registrable Securities has not been declared
effective by the SEC on or prior to November 30, 2002.  If a Registration Statement covering all of
the Registrable Securities has not been declared effective by the SEC on or
prior to November 30, 2002, then liquidated damages shall begin to accrue
beginning November 30, 2002 pursuant to the terms of Section 9.2(f) of the
Purchase Agreement; provided,
that such period of time covered herein shall be tolled to the extent of any
delays caused solely by any Purchaser Delay.


In the event that Purchasers who hold at least 75% of the Registrable
Securities countersign this waiver, then, in accordance with Section 9.11 of
the Agreement, this waiver will be binding 


 

















 


against all Purchasers.


All other provisions of the Purchase Agreement shall remain in full
force and effect.


Please
indicate your waiver with respect to such rights by countersigning and
returning this Waiver Letter as soon as possible.


Sincerely,


Pharsight
Corporation


 


  /s/  Michael Perry


 


Michael Perry


President and Chief
Executive Officer


 


 


The
undersigned have read the foregoing and hereby waive such rights on behalf of
itself and the other Purchasers under Section 9 of the Purchase Agreement as
provided above.  This Waiver Letter may
be countersigned in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one
instrument.


 


PURCHASER(S):


ALLOY PARTNERS 2000, L.P.


ALLOY VENTURES 2000, L.P.


ALLOY CORPORATE 2000, L.P.


ALLOY INVESTORS 2000, L.P.


By:  Alloy
Ventures 2000, LLC, its General Partner


 


 


By:    /s/ 
Tony DiBona                                                       


                Name:     Tony DiBona


                Title:  Managing Member


 


	
  Address:

  	
   

  	
  480 Cowper Street

  
	
   

  	
   

  	
  Second Floor

  
	
   

  	
   

  	
  Palo Alto, California

  
	
   

  	
   

  	
  Attn:  Tony Di Bona

  
	
  Email:

  	
   

  	
  cfo@alloyventures.com

  
	
  Facsimile:

  	
   

  	
  (650) 687-5010

  



 


2

















 


PURCHASER(S) CONTINUED:


DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION, as nominee for DLJ First ESC, L.P., EMA 2001 Plan, L.P., CSFB 2001
Investors, L.P., Credit Suisse First Boston Private Equity, Inc., Docklands
2001 Plan, L.P., and Paradeplatz 2001 Plan, L.P.


 


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen D. La Porte


                Its: Attorney-in-Fact


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


SPROUT ENTREPRENEURS FUND, L.P.


By:  DLJ Capital Corp., its General Partner


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen D. La Porte


                Its: Managing Director


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


 


3

















 


PURCHASER(S) CONTINUED:


SPROUT CAPITAL IX, L.P.


By:  DLJ
Capital Corp., its Managing General Partner


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen
D. La Porte


                Its: Managing Director


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


SPROUT CAPITAL VII, L.P.


By:  DLJ
Capital Corp., its Managing General Partner


 


 


By:    /s/  Kathleen D. La Porte                                           


                Name:     Kathleen D. La Porte


                Its: Managing Director


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


 


4

















 


PURCHASER(S) CONTINUED:


SPROUT CEO FUND, L.P.


By:  DLJ
Capital Corp., its Managing General Partner


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen
D. La Porte


                Its: Managing Director


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


DLJ CAPITAL CORP.


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen
D. La Porte


                Its: Managing Director


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


DLJ FIRST ESC L.P.


By:  DLJ LBO
Plans Management Corporation, its General Partner


 


 


By:    /s/ 
Kathleen D. La Porte                                           


                Name:     Kathleen
D. La Porte


                Its: Attorney-in-Fact


 


	
  Address:

  	
   

  	
  Sprout Group

  
	
   

  	
   

  	
  11 Madison Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10010

  
	
  Email:

  	
   

  	
  kathleen.laporte@sproutgroup.com

  
	
  Facsimile:

  	
   

  	
  (646) 935-7094

  



 


 


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