EXHIBIT
10.33


LOAN
MODIFICATION AGREEMENT


 


This Loan Modification Agreement is entered into as of June 26, 2002 by
and between PHARSIGHT CORPORATION (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.

  	
   

  	
  Section 7.6 entitled
  “Distributions, Investments” is hereby amended in part to allow Borrower to
  pay any dividends (provided that cash dividends shall not exceed $600,000 per
  year) and payments in connection with redemptions as permitted or required
  pursuant to the terms of the Series A Preferred Stock and/or the Series B
  Preferred Stock.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Section
  7.4 entitled “Indebtedness” is hereby amended in part to allow Borrower to
  create a Series A and Series B Preferred Stock as described in its
  Certificate of Designation for such series and as contemplated by the
  Preferred Stock and Warrant Purchase Agreement, dated as of June 25, 2002, by
  and among Borrower and the purchasers named therein (the “Purchase
  Agreement”).

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Section
  7.7 entitled “Transactions with Affiliates” is hereby amended in part to
  allow Borrower to issue Series A and Series B Preferred Stock to certain of
  its affiliates in accordance with the terms and conditions of the Purchase
  Agreement.

  



 


 


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 CORPORATION

  	
   

  	
  SILICON VALLEY BANK

  



 


 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 




















SILICON VALLEY BANK


 


 


PRO FORMA
INVOICE FOR LOAN CHARGES


 


 


	
  BORROWER:

  	
  PHARSIGHT CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LOAN OFFICER:

  	
  Ron Kundich

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  June 26, 2002

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Documentation Fee

  	
   

  	
  $250.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TOTAL FEE DUE

  	
   

  	
  $250.00

  	
   

  
						



 


 


Please indicate
the method of payment:


 


                o  
A check for the total amount is attached.


 


                o  
Debit DDA # __________________ for the total amount.


 


                o  
Loan proceeds


 


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Borrower

  	
   

  	
  (Date)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Silicon Valley Bank

  	
   

  	
  (Date)

  	
   

  
	
  Account Officer’s Signature