Exhibit
10.29


 


LOAN MODIFICATION
AGREEMENT


 


This Loan
Modification Agreement is entered into as of June 18, 2002 by and between
PHARSIGHT, INC. (the “Borrower”) and Silicon Valley Bank (“Bank”).


 


1.             DESCRIPTION OF EXISTING
OBLIGATIONS: Among other Obligations which may be owing by Borrower to
Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan
and Security Agreement, dated June 13, 2001, as may be amended from time to
time, (the “Domestic Loan Agreement”). 
The Domestic Loan Agreement provides for, among other things, a
Committed Revolving Line in the original principal amount of Two Million Five
Hundred Thousand Dollars ($2,500,000) and a Committed Term Loan in the original
principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000).
Furthermore, Borrower is indebted to Bank pursuant to, among other documents,
an Export-Import Bank Loan and Security Agreement, dated June 13, 2001, as may
be amended from time to time (the “EXIM Loan Agreement”).  The EXIM Loan Agreement provided for, among
other things, an EXIM Committed Line in the original principal amount of One
Million Five Hundred Thousand Dollars ($1,500,000).  The Domestic Loan Agreement and the EXIM Loan Agreement are collectively
defined as the Loan Agreements. Defined terms used but not otherwise defined
herein shall have the same meanings as set forth in the Loan Agreements.


 


Hereinafter, all
indebtedness owing by Borrower to Bank shall be referred to as the
“Obligations.”


 


2.             DESCRIPTION OF COLLATERAL.
Repayment of the Obligations is secured by the Collateral as described in the
Loan Agreements.   Additionally,
repayment of the EXIM Committed Line is guaranteed by the Export-Import Bank of
the United States “EXIM Bank” pursuant to a Master Guarantee Agreement between
EXIM Bank and Bank.


 


Hereinafter, the
above-described security documents and guaranties, together with all other
documents securing repayment of the Obligations shall be referred to as the
“Security Documents”.  Hereinafter, the
Security Documents, together with all other documents evidencing or securing
the Obligations shall be referred to as the “Existing Loan Documents”.


 


3.             DESCRIPTION OF CHANGE
IN TERMS.


 


A.    Modification(s) to Domestic Loan
Agreement.


 


1.               Sub letter (e) under Section 6.2 entitled “Financial
Statements, Reports, Certificates” is hereby incorporated to read as follows:


 


(e)          Within 20 days after the last day of each month,
Borrower will deliver to Bank its deferred revenue schedules.


 


2.               Sub letter (e) under Section 6.7 entitled “Maximum
Losses” is hereby amended to read as follows:


 


(e)          Maximum Losses. 
Borrower may suffer losses not to exceed the following: $3,800,000 for
the quarter ending June 30, 2002; $3,100,000 for quarter ending September 30,
2002; $2,000,000 for quarter ending December 31, 2002 and $1,100,000 for
quarter ending March 31, 2003. 
Commencing June 30, 2003, Borrower will have net losses no more than 20%
greater than the projected accounts in the “street” projections approved by
Borrower’s board of directors.  If
Borrower’s projects profitability for any given quarter ended June 30, 2003 or
beyond, net income will be at least 80% of the projected amount in the “street”
projections approved by Borrower’s board of directors.


 

















 


3.               The following defined term under Section 13.1 entitled
“Definitions” is hereby amended to read as follows:


 


“Revolving
Maturity Date” is June 13, 2003.


 


B.                                  Modification of EXIM Loan Agreement.


 


1.                    The following defined term under Section
13.1 entitled “Definitions” is hereby amended to read as follows:


 


“EXIM Maturity
Date” is June 13, 2003.


 


4.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.


 


5.             NO DEFENSES OF BORROWER.  Borrower agrees that, as of the date hereof,
it has no defenses against paying any of the Obligations.


 


6.             CONTINUING VALIDITY.  Borrower understands and agrees that in
modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan
Documents.  Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations.  It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party
is expressly released by Bank in writing. 
Unless expressly released herein, no maker, endorser, or guarantor will
be released by virtue of this Loan Modification Agreement.  The terms of this paragraph apply not only
to this Loan Modification Agreement, but also to all subsequent loan
modification agreements.


 


                This Loan Modification Agreement
is executed as of the date first written above.


 


	
  BORROWER:

  	
  BANK:

  
	
   

  	
   

  
	
  PHARSIGHT,
  INC.

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 

















 


SILICON VALLEY BANK


 


 


PRO FORMA INVOICE FOR LOAN CHARGES


 


 


	
  BORROWER:

  	
  PHARSIGHT,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LOAN OFFICER:

  	
  Ron
  Kundich

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  June
  18, 2002

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Domestic Loan Fee

  	
  $12,500.00

  	
   

  
	
   

  	
  Exim Loan Fee

  	
  22,500.00

  	
   

  
	
   

  	
  Documentation Fee

  	
  250.00

  	
   

  
	
   

  	
  Exim  Application Fee

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TOTAL FEE DUE

  	
   

  	
  $35,350.00

  	
   

  
					



 


Please indicate the method of payment:


 


(  )  A
check for the total amount is attached.


(  ) 
Debit DDA# _____________ for the total amount.


(  ) 
Loan proceeds.


 


 


	
   

  
	
  Borrower

  	
  (Date)

  
	
   

  	
   

  
	
   

  
	
  Silicon
  Valley Bank

  	
  (Date)

  
	
  Account
  Officer’s Signature

  	
   

  



 

















 


EXHIBIT D


COMPLIANCE CERTIFICATE


 


 


	
  TO:

  	
   

  	
  SILICON VALLEY BANK

  	
   

  
	
   

  	
   

  	
  3003 Tasman
  Drive

  	
   

  
	
   

  	
   

  	
  Santa Clara, CA
  95054

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  PHARSIGHT CORPORATION

  	
   

  



 


                The undersigned authorized
officer of Pharsight Corporation (“Borrower”) certifies that under the terms
and conditions of the Loan and Security Agreement between Borrower and Bank
(the “Agreement”), (i) Borrower is in complete compliance for the period
ending _______________ with all required covenants except as noted below and
(ii) all representations and warranties in the Agreement are true and
correct in all material respects on this date.  Attached are the required documents supporting the
certification.  The Officer certifies
that these are prepared in accordance with Generally Accepted Accounting
Principles (GAAP) consistently applied from one period to the next except as
explained in an accompanying letter or footnotes.  The Officer acknowledges that no borrowings may be requested at
any time or date of determination that Borrower is not in compliance with any
of the terms of the Agreement, and that compliance is determined not just at the
date this certificate is delivered.


 


Please indicate compliance status by
circling Yes/No under “Complies” column.


 


	
  Reporting
  Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  financial statements + CC*

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Annual (Audited)

  	
   

  	
  FYE within 120 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  10-Q, 10-K and
  8-K

  	
   

  	
  Within 5 days after filing with SEC

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  A/R & A/P
  Agings

  	
   

  	
  Monthly within 20 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Borrowing Base
  Certificate

  	
   

  	
  Monthly within 20 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Deferred Revenue
  Schedules

  	
   

  	
  Monthly within 20 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Board Approved
  Projections

  	
   

  	
  Annually within 30 days of fiscal year end

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  



 


* at any time (a)
Liquidity is less than the product of 2.5 times the then aggregate outstanding
balance of the Term Loan Advances or (b) Remaining Month’s Liquidity  is less than 9


 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain on a
  quarterly basis (unless otherwise noted):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum
  Liquidity (Monthly)

  	
   

  	
  2X Term Loan

  	
   

  	
  $_________

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Minimum
  Remaining Months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liquidity

  	
   

  	
  Six (6

  	
  )

  	
  __________

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Quick
  Ratio (Adjusted)

  	
   

  	
  1.00:1.00

  	
   

  	
  _____:1.00

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quarterly Loss*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $3,800,000 @
  6/30/02

  	
   

  	
  ___________

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  $3,100,000 @
  9/30/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $2,000,000 @
  12/31/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $1,100,000 @
  3/31/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


  *Commencing 6/30/03, Borrower will have net
losses no more than 20% greater than the projected amounts in the “street”
projections approved by Borrower’s board of directors.  If Borrower projects profitability for any
given quarter ended 6/30/03 or beyond, net income will be at least 80% of the
projected amount in the “street” projections approved by Borrower’s board of
directors.


 

















 




	
  BANK USE ONLY

   

  Received
  By: ____________________

  Date:
  ________________

  Reviewed
  By: ____________________

  Compliance
  Status:  Yes / No

  






 


Comments Regarding Exceptions:  See Attached.


 


 


Sincerely,


 


 


	
  Pharsight Corporation

  
	
   

  
	
   

  
	
  Signature

  
	
   

  
	
   

  
	
  Title

  
	
   

  
	
   

  
	
  Date