Exhibit 10.32


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. 
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


PHARSIGHT
CORPORATION


WARRANT
FOR THE PURCHASE OF SHARES OF COMMON STOCK




	
  No.

  	
   

  	
   

  	
   

  	
  Shares

  






 


FOR VALUE
RECEIVED, PHARSIGHT CORPORATION, a Delaware corporation (the “Company”), with
its principal office at 800 West El Camino Real, Suite 200, Mountain View,
California 94040, hereby certifies that __________ (“Holder”), or its assigns,
is entitled, subject to the provisions of this Warrant, to purchase from the
Company, at any time before 5:00 p.m. (Pacific Time) on the expiration date of
[five years from closing date]; provided, however, that the expiration
date shall be extended by one day for each day since the issuance of this
Warrant on which there has been effective a Suspension Period, as that term is
defined in the Preferred Stock and Warrant Purchase Agreement dated June [    ], 2002, pursuant to which this Warrant
was issued (the “Expiration Date”), the number of fully paid and nonassessable
shares of Common Stock of the Company set forth above, subject to adjustment as
hereinafter provided.


Holder may purchase such number of shares of Common Stock at a purchase
price per share (as appropriately adjusted pursuant to Section 6 hereof) of
_____ Dollars and _____ Cents ($____) [115% premium] (the “Exercise
Price”).  The term “Common Stock” shall
mean the aforementioned Common Stock of the Company, together with any other
equity securities that may be issued by the Company in addition thereto or in
substitution therefor as provided herein.


Section
1.              EXERCISE OF WARRANT.


(a)           This Warrant may be exercised in whole or in part on
any business day prior to the Expiration Date by presentation and surrender
hereof to the Company at its principal office at the address set forth in the
initial paragraph hereof (or at such other address as the Company may hereafter
notify Holder in writing) with the Purchase Form annexed hereto duly executed
and accompanied by proper payment of the Exercise Price in lawful money of the
United States of America in the form of cash, by wire transfer or by check,
subject to collection, for the number of Warrant Shares specified in the
Purchase Form.  If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver a new Warrant evidencing the rights of Holder thereof to
purchase the balance of the Warrant Shares purchasable hereunder.  Upon receipt by the Company of this Warrant
and such Purchase Form, together with proper payment of the Exercise Price, at
such office, Holder shall be deemed 


 


1.

















 


to be the holder
of record of the Warrant Shares, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then be actually delivered to Holder.  The Company shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.


(b)           In lieu of exercising this Warrant by paying the
purchase price of the shares to be purchased in cash, by wire transfer or by
check pursuant to in Section 1(a) above, the Holder of this Warrant may elect
to receive shares of Common Stock equal to the value of this Warrant (or the
portion thereof being exercised) by surrender of this Warrant and the attached
Notice of Exercise, duly completed and executed on behalf of the Holder, at the
principal office of the Company (or such other office or agency of the Company
as it may designate by notice in writing to the Holder at the address of the
Holder appearing on the books of the Company), in which event the Company shall
issue to the Holder hereof a number of shares of Common Stock computed using
the following formula:




	
   

  	
   

  	
  Y
  (A - B)

  
	
  X
  =

  	
   

  	
  A

  






 


	
  Where:

  	
  X

  	
  =

  	
  The number of shares of
  Common Stock to be issued to the Holder of this Warrant pursuant to this
  Section 1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Y

  	
  =

  	
  The number of shares of
  Common Stock purchasable under this Warrant or, if only a portion of this
  Warrant is being exercised, the portion of this Warrant being exercised.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A

  	
  =

  	
  The Fair Market Value of
  one share of Common Stock; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B

  	
  =

  	
  The
  Exercise Price per share (as adjusted to the date of such calculations).

  



 


For purposes of this
Section 1(b), the “Fair Market Value” of a share of Common Stock as of a
particular date shall mean:


 


(i)            If the Common Stock is traded on a securities exchange
or The Nasdaq National Market, the Fair Market Value shall be deemed to be the
average of the closing prices of the Common Stock of the Company on such
exchange or market over the five (5) business days ending immediately prior to
the applicable date of valuation;


(ii)           If the Common Stock is traded over-the-counter, but not
on The Nasdaq National Market, the Fair Market Value shall be deemed to be the
average of the closing bid prices over the 30-day period ending immediately
prior to the applicable date of valuation; and


(iii)         If there is no active public market for the Common
Stock, the Fair Market Value shall be the value thereof, as determined in good
faith by the Board of Directors of the Company, upon due consideration of the
proposed determination thereof of the Holder.


 


2.

















 


Section
2.              RESERVATION OF SHARES. 
The Company hereby agrees that at all times there shall be reserved for
issuance and delivery upon exercise of this Warrant all shares of its Common
Stock or other shares of capital stock of the Company from time to time
issuable upon exercise of this Warrant. 
All such shares shall be duly authorized and, when issued upon such
exercise in accordance with the terms of this Warrant, shall be validly issued,
fully paid and nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (other than as provided
in the Company’s certificate of incorporation and any restrictions on sale set
forth herein or pursuant to applicable federal and state securities laws) and free
and clear of all preemptive rights.


Section
3.              FRACTIONAL INTEREST. 
The Company will not issue a fractional share of Common Stock upon
exercise of a Warrant.  Instead, the
Company will deliver its check for the current market value of the fractional share.  The current market value of a fraction of a
share is determined as follows: multiply the current market price of a full
share by the fraction of a share and round the result to the nearest cent.


The current market
price of a share of Common Stock for purposes of this Section is the last
reported sales price of the Common Stock as reported by the Nasdaq National
Market, or the primary national securities exchange on which the Common Stock
is then quoted, on the last trading day prior to the exercise date; provided,
however, that if the Common Stock is neither traded on the Nasdaq
National Market nor on a national securities exchange, the price referred to
above shall be the price reflected in the over-the counter market as reported
by the National Quotation Bureau, Inc. or any organization performing a similar
function.


Section
4.      ASSIGNMENT OR LOSS OF WARRANT.


(a)           Except as provided in Section 9, Holder shall be
entitled, without obtaining the consent of the Company, to assign its interest
in this Warrant in whole or in part to any person or persons.  Subject to the provisions of Section 9, upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent or warrant agent, with the Assignment Form annexed hereto duly executed and
funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees named in such instrument of assignment (any such assignee will then
be a “Holder” for purposes of this Warrant) and, if Holder’s entire interest is
not being assigned, in the name of Holder, and this Warrant shall promptly be
canceled.


(b)           Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of indemnification satisfactory to the Company,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.


Section
5.              RIGHTS OF HOLDER. 
Holder shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or equity, and the rights of Holder
are limited to those expressed in this Warrant.  Nothing contained in this Warrant shall be construed as
conferring upon Holder hereof the right to vote or to consent or to receive
notice as a stockholder of the Company on any matters or with respect to any
rights whatsoever as a 


 


3.

















 


stockholder of the
Company.  No dividends or interest shall
be payable or accrued in respect of this Warrant or the interest represented
hereby or the Warrant Shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised in accordance with its
terms.


Section
6.      ADJUSTMENT OF EXERCISE PRICE AND
NUMBER OF SHARES.  The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the beginning of certain events,
as follows:


(a)           Adjustment for Change in Capital Stock. 
If at any time after the date hereof the Company:


(A)        pays a dividend or makes a distribution
on its Common Stock in shares of its Common Stock;


(B)        subdivides its outstanding shares of
Common Stock into a greater number of shares;


(C)        combines its outstanding shares of
Common Stock into a smaller number of shares;


(D)        makes a distribution on its Common Stock
in shares of its capital stock other than Common Stock; or


(E)        issues by reclassification of its Common
Stock any shares of its capital stock;


then the number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price in effect immediately prior to such action shall be adjusted so
that Holder may receive upon exercise of this Warrant and payment of the same
aggregate consideration the number of shares of capital stock of the Company
which Holder would have owned immediately following such action if Holder had
exercised this Warrant immediately prior to such action.


The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.


 


(b)           Minimum Adjustment.  No adjustment
in the Exercise Price of this Section 6 shall be required unless such
adjustment would require an increase or decrease of at least one  cent ($.01) in such Exercise Price; provided,
however, that any adjustments which by reason of this subsection are
not required to be made, shall be carried forward and taken into account in any
subsequent adjustment.  All calculations
under this Section 6 shall be made to the nearest cent or to the nearest share,
as the case may be.


(c)           Deferral of Issuance or Payment. 
In any case in which an event covered by this Section 6 shall require
that an adjustment in the Exercise Price be made effective as of a 


 


4.

















 


record date, the
Company may elect to defer until the occurrence of such event (i) issuing to
Holder, if this Warrant is exercised after such record date, the shares of
Common Stock and other capital stock of the Company, if any, issuable upon such
exercise over and above the shares of Common Stock or other capital stock of
the Company, if any, issuable upon such exercise on the basis of the Exercise
Price in effect prior to such adjustment, and (ii) paying to Holder by check
any amount in lieu of the issuance of fractional shares pursuant to Section 3.


(d)           When No Adjustment Required.  No adjustment
need be made for a change in the par value of the Common Stock.  To the extent this Warrant becomes
exercisable into cash, no adjustment need be made thereafter as to the cash,
and interest will not accrue on the cash.


(e)           Notice of Certain Actions.  In the event
that:


(A)       the Company shall authorize the issuance
to all holders of its Common Stock of rights, warrants, options or convertible
securities to subscribe for or purchase shares of its Common Stock or of any
other subscription rights, warrants, options or convertible securities; or


(B)       the Company shall authorize the
distribution to all holders of its Common Stock of evidences of its
indebtedness or assets (other than dividends paid in or distributions of the
Company’s capital stock for which the Exercise Price shall have been adjusted
pursuant to subsection (a) of this Section 6 or cash dividends or cash
distributions payable out of consolidated 
current or retained earnings as shown on the books of the Company and
paid in the ordinary course of business); or


(C)       the Company shall authorize any capital
reorganization or reclassification of the Common Stock (other than a
subdivision or combination of the outstanding Common Stock and other than a
change in par value of the Common Stock) or of any consolidation or merger to
which the Company is a party and for which approval of any stockholders of the
Company is required (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification
or change of the Common Stock outstanding), or of the conveyance or transfer of
the properties and assets of the Company as an entirety or substantially as an
entirety; or


(D)       the Company is the subject of a voluntary
or involuntary dissolution, liquidation or winding-up procedure; or


(E)       the Company proposes to take any action
that would require an adjustment of the Exercise Price pursuant to this Section
6;


then the Company
shall cause to be mailed by first-class mail to Holder, at least twenty (20)
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date as of which the holders of Common Stock of record
to be entitled to receive any such rights, warrants or distributions are to be
determined, or (y) the date on which any such consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property, if any, 


 


 


5.

















 


deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding-up.


Section
7.              OFFICERS’ CERTIFICATE. 
Whenever the Exercise Price shall be adjusted as required by the
provisions of Section 6, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office an officers’
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment.  Each such officers’ certificate shall be signed by the
chairperson, president or chief financial officer of the Company and by the
secretary or any assistant secretary of the Company.  Each such officers’ certificate shall be made available at all
reasonable times for inspection by Holder.


Section
8.              RECLASSIFICATION,
REORGANIZATION, CONSOLIDATION OR MERGER.  In the event
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company (other than a subdivision or combination
of the outstanding Common Stock and other than a change in the par value of the
Common Stock) or in the event of any consolidation or merger of the Company
with or into another corporation (other than a merger (excluding a reverse triangular
merger or similar transaction) in which the Company is the continuing
corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in the event of any sale,
lease, transfer or conveyance to another corporation of the property and assets
of the Company as an entirety or substantially as an entirety, the Company
shall, as a condition precedent to such transaction, cause effective provisions
to be made so that Holder shall have the right thereafter, by exercising this
Warrant at any time prior to the Expiration Date, to purchase the kind and
amount of shares of stock and other securities and property (including cash) receivable
upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock that might have been received upon exercise of this Warrant
immediately prior to such reclassification, capital reorganization, change,
consolidation, merger, sale or conveyance. Any such provision shall include
provisions for adjustments in respect of such shares of stock and other
securities and property that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The foregoing provisions of this Section 8
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.  The
issuer of any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant shall be responsible for all of the
agreements and obligations of the Company hereunder.


Section
9.              TRANSFER TO COMPLY WITH
THE SECURITIES ACT OF 1933.  This Warrant
may not be exercised and neither this Warrant nor any of the Warrant Shares,
nor any interest in either, may be offered, sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or disposed of, in
whole or in part, except in compliance with applicable United States federal
and state securities or Blue Sky laws and the terms and conditions hereof.  Each Warrant shall bear a legend in
substantially the same form as the legend set forth on the first page of this
Warrant.  Each certificate for Warrant
Shares issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Shares are acquired pursuant to a registration statement that has
been declared effective under the Act or are eligible 


 


6.

















 


for transfer
pursuant to Rule 144(k) under the Securities Act of 1933, as amended (the
“Securities Act”), and applicable blue sky laws shall bear a legend substantially
in the following form:


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN THE FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


Any certificate for
any Warrant Shares issued at any time in exchange or substitution for any
certificate for any Warrant Shares bearing such legend (except a new
certificate for any Warrant Shares (i) issued after the acquisition of such
Warrant Shares pursuant to a registration statement that has been declared
effective under the Act or in a transaction in compliance with Rule 144 under
the Securities Act, or (ii) that are then eligible for transfer pursuant to
Rule 144(k) under the Securities Act) shall also bear such legend unless, in
the opinion of counsel for the Company, the Warrant Shares represented thereby
need no longer be subject to the restriction contained herein.  The provision of this Section 9 shall be
binding upon all subsequent holders of certificates for Warrant Shares bearing
the above legend and all subsequent holders of this Warrant, if any.  Nothing in this Section 9 or elsewhere in
this Warrant shall be deemed to restrict the ability of the holder hereof to transfer
Warrant Shares to an affiliate, partner or former partner of such holder in
compliance with the Securities Act, nor shall any legal opinion be required in
respect thereof.


Section
10.    MODIFICATION AND WAIVER. 
Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated other than by an instrument in writing signed by the
Company and by Holder.


Section
11.    NO DILUTION OR IMPAIRMENT.  Without the consent of the holders of at least 75% of
the then outstanding Warrants issued in connection with the Company’s Series A
Preferred Stock, the Company shall not participate in any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or take any other voluntary action, for the purpose of avoiding or
seeking to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but shall at all times in good
faith assist in carrying out all such action as may be reasonably necessary or
appropriate in order to protect the exercise rights of the holder of this
Warrant against dilution or other impairment.


Section
12.    NOTICES.  Any
notice, request or other document required or permitted to be given or
delivered to Holder or the Company shall be delivered or shall be sent by
certified mail, postage prepaid, to Holder at its address as shown on the books
of the Company or to the Company at the address indicated therefor in the first
paragraph of this Warrant.


 


7.

















 


Section
13.    PAYMENT OF TAXES.   The Company
will pay all taxes (other than taxes based upon income) and other governmental
charges that may be imposed with respect to the issue or delivery of Warrant
Shares upon exercise of this Warrant, excluding any tax or other charge imposed
in connection with any transfer involved in the issue and delivery of Warrant
Shares in a name other than that in which the Warrant so exercised was
registered.


Section
14.    DESCRIPTIVE HEADINGS AND GOVERNING
LAW.  The description headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. 
This Warrant shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of California,
without regard to its conflicts of laws principles.


IN WITNESS WHEREOF, the Company has duly caused this
Warrant to be signed by its duly authorized officer and to be dated as of
[____________], 2002.


PHARSIGHT CORPORATION


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael Perry

  
	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


8.

















 


PURCHASE FORM


 


Dated
___________, 200____


 


The undersigned hereby
elects:


 


o    to
purchase ________ shares of Common Stock pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any;


 


o    to
purchase the number of shares of Common Stock pursuant to the terms of the net
exercise provisions set forth in Section 1(b) of the attached Warrant as
shall be issuable upon net exercise of the portion of the attached Warrant
relating to ________ shares, and shall tender payment of all applicable
transfer taxes, if any;


 


The undersigned
represents and warrants to Pharsight Corporation as of the date hereof the same
statements with respect to the shares being acquired upon exercise of this
warrant as are set forth in Section 5 of the in the Preferred Stock and Warrant
Purchase Agreement dated June [___], 2002, pursuant to which the
above-referenced warrant was sold, regarding the securities purchased thereby.


 


Holder


	
  By:

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  



 


A-1.

















 


ASSIGNMENT FORM


                                                                                                                                Dated
_________, 200____


FOR VALUE
RECEIVED, _______________________________________ hereby sells, assigns and
transfers unto 


_______________________________________
(the “Assignee”),


      
(please type or print in block letters)


____________________________________________________________________________________________________________


(insert address)


its right to
purchase up to _______ shares of Common Stock represented by this Warrant No.
_________ and does hereby irrevocably constitute and appoint
____________________________  attorney,
to transfer the same on the books of the Company, with full power of
substitution in the premises.


 


Holder


	
  By:

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  
	
   

  	
   

  
	
  Title: