NEGATIVE PLEDGE AGREEMENT









Exhibit

10.26.1




 




NEGATIVE PLEDGE AGREEMENT




 




 




                This Negative Pledge Agreement

is made as of June 13, 2001, by and between Pharsight, Inc. (“Borrower”), and

Silicon Valley Bank (“Bank”).




 




                In connection with, among other

documents, the Loan and Security Agreement (the “Loan Documents’) being

concurrently executed herewith between Borrower and Bank, Borrower agrees as

follows:




 




1.                                       Except for

licensing as permitted under the Loan Documents, Borrow shall not sell,

transfer, assign, mortgage, pledge, lease, grant a security interest in, or

encumber any of Borrower’s intellectual property, including, without

limitation, the following:




 




a.                                       Any and all

copyright rights, copyright applications, copyright registrations and like

protections in each work or authorship and derivative work thereof, whether

published or unpublished and whether or not the same also constitutes a trade

secret, now or hereafter existing, created, acquired or held;




 




b.                                      All mask works

or similar rights available for the protection of semiconductor chips, now

owned ore hereafter acquired;




 




c.                                       Any and all

trade secrets, and any and all intellectual property rights in computer

software and computer software products now or hereafter existing, created,

acquired or held;




 




d.                                      Any and all

design rights which may be available to Borrower now or hereafter existing,

created, acquired or held;




 




e.                                       All patents,

patent applications and like protections including, without limitation,

improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part

or the same, including without limitation the patents and patent applications;




 




f.                                         Any trademark

and service mark rights, whether registered or not, applications to register

and registrations of the same and like protections, and the entire goodwill of

the business of Borrower connected with and symbolized by such trademarks,

including without limitation;




 




g.                                      Any and all

claims for damages by way of past, present and future infringements of any of

the rights included above, with the right, bun not the obligation, to sue for

the collect such damages for said use or infringement of the intellectual

property right identified above;




 




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h.                                      All licenses or

other rights to use any of the Copyrights, Patents, Trademarks or Mask Works,

and all license fees and royalties arising from such use to the extent

permitted by such license or rights; and




 




i.                                          All amendments,

extensions, renewals and extensions of any of the Copyright, Trademarks,

Patents, or Mask Works; and




 




j.                                          All proceeds

and products or the foregoing, including without limitation all payments under

insurance or any indemnity or warranty payable in respect of any of the

foregoing;




 




2.                                       It shall be an

event of default under the Loan Documents between Borrower and Bank if there is

a breach of any term of this Negative Pledge Agreement.




 




3.                                       Capitalized

terms used but not otherwise defined herein shall have the same meaning as in

the Loan Documents.




 




BORROWER:




 




PHARSIGHT. INC.




 




	

  By:


  	

  /s/

  Robin A. Kehoe


  	

   


  
	

  Name:


  	

  Robin

  A. Kehoe


  	

   


  
	

  Title:


  	

  CFO


  	

   


  





 




 




BANK:




 




SILICON BALLEY BANK




 




	

  By:


  	

  /s/

  Sam Thompson


  	

   


  
	

  Name:


  	

  Sam

  Thompson


  	

   


  
	

  Title:


  	

  Vice

  President


  	

   


  





 




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