Exhibit 3.4  CERTIFICATE OF DESIGNATIONS of SERIES A AND SERIES B CONVERTIBLE PREFERRED STOCK of PHARSIGHT CORPORATION I, Michael S. Perry, Chief Executive Officer
ofPHARSIGHT CORPORATION, a corporation organized
and existing under the laws of the State of Delaware (the Corporation), in
accordance with the provisions of Section 151 of the Delaware General
Corporation Law,DO HEREBY CERTIFY: That pursuant to the authority conferred upon
the Board of Directors of the Corporation (the Board of Directors) by the
Certificate of Incorporation of the Corporation and by Section 151(g) of the
Delaware General Corporation Law, on June 21, 2002, the Board of Directors
adopted the following resolutions, creating two series of shares of convertible
preferred stock, Series A and Series B, designated as Series A Convertible
Preferred Stock and Series B Convertible Preferred Stock: RESOLVED,
that pursuant to the authority vested in the Board of Directors (the Board of
Directors) of PHARSIGHT CORPORATION,
a corporation organized and existing under the laws of the State of Delaware
(the Corporation), by the Certificate of Incorporation of the Corporation
(the Certificate of Incorporation), the Board of Directors does hereby
provide for the authorization and issuance of two series of convertible
preferred stock, Series A, par value U.S.$ 0.001 per share, of the Corporation,
to be designated Series A Convertible Preferred Stock, initially consisting
of 2,000,000 shares, and Series B, par value U.S. $0.001 per share, of the
Corporation, to be designated Series B Convertible Preferred Stock initially
consisting of 1,200,000 shares, and does hereby fix and herein state and
express the designations, powers, preferences, and relative participating,
optional, or other special rights, and the qualifications, limitations, and
restrictions thereof, as follows: Section 1.               Designation
of Series A Preferred and Series B Preferred.  Two Million (2,000,000) shares of Preferred Stock are designated
Series A Convertible Preferred Stock (the Series A Preferred) and One Million Two Hundred Thousand
(1,200,000) shares of Preferred Stock designated Series B Convertible Preferred
Stock (the Series B Preferred)
with the rights, preferences, privileges and restrictions specified herein.  Series A Preferred and Series B Preferred
are sometimes collectively referred to herein as the Preferred Stock. Section 2.               Dividend
Rights. a.             Dividends.  Holders of the Series A Preferred and Series
B Preferred shall be entitled to the following dividend rights: (i)            Series
A Dividends.  Holders of Series A
Preferred on the applicable Dividend Record Date (as defined below), in
preference to the holders of any other stock of the Corporation ranking junior
in right of payment of dividends, including, without limitation, Common Stock
(stock of the Corporation being junior to the Series A Preferred with  1. 
   respect to voting, dividends or liquidation preferences, as the case
may be, being referred to herein as Junior Stock), shall be entitled to
receive, but only out of funds that are legally available therefor, quarterly
dividends, payable on the first (1st) business day of March, June,
September and December of each year commencing on September 1, 2002 (each such
date being referred to herein as a Dividend
Payment Date), at the rate of two percent (2%) of the Original
Issue Price (as defined below) on each outstanding share of Series A Preferred
(as adjusted for any stock dividends, combinations, splits, recapitalizations
and the like with respect to such shares), in the form of, at the election of
such Holder, (i) shares of Series B Preferred (unless otherwise provided in
Section 2(b) below), the value of each share of which shall be equal to the
Original Issue Price (as adjusted for any stock dividends, combinations,
splits, recapitalizations and the like with respect to such shares), or (ii)
cash;provided, however, if a
holder of Series A Preferred does not provide the Corporation written notice of
its election as to the form of payment of the dividend at least five (5)
business days prior to the Dividend Payment Date, the Corporation shall, at its
option, pay such dividend in (x) shares of Series B Preferred (unless otherwise
provided in Section 2(b) below) or (y) cash. 
The Corporation shall, in lieu of issuing any fractional shares, pay
cash to such holders for such fractional shares.  The Original Issue Price
of the Series A Preferred and of the Series B Preferred shall be $4.008.  The Dividend
Record Date shall mean, with respect to any Dividend Payment Date,
the date that is ten (10) business days prior to such Dividend Payment Date. (ii)           Series
B Dividends.   Holders of the Series
B shall not be entitled to receive any quarterly dividends on outstanding
shares of Series B Preferred. b.             Cash
Dividends.  In the event that the
payment of dividends in the form of shares of Series B Preferred as provided
for in Section 2(a)(i) above would cause a holder of Preferred Stock to
beneficially own (as that term is defined in Rule 13d-3 of the Securities
Exchange Act of 1934) twenty percent (20%) or more of the Corporations Common
Stock (treating outstanding shares of Series A Preferred and Series B Preferred
as if converted) outstanding as of the applicable Dividend Record Date without
obtaining stockholder approval (in accordance with the requirements of The
Nasdaq Stock Market for purposes of Rule 4350(i)(1)(D) thereof), then the
Corporation shall not pay such dividends in the form of shares of Series B
Preferred, but rather shall pay such dividends in the form of cash.  If the Corporation does not have sufficient
funds legally available to pay dividends in cash pursuant to this Section 2(b),
such dividends shall accrue and be paid at the earliest time, and from time to
time, on which the Corporation is legally able to pay such dividends. c.             Limitations
on Dividends.  So long as any shares
of Series A Preferred are outstanding, the Corporation shall not pay or declare
any dividend, whether in cash or property, or make any other distribution, on
Junior Stock, or purchase, redeem or otherwise acquire for value any shares of
Junior Stock unless and until all accrued or declared and unpaid dividends on
the Series A Preferred shall have first been paid or declared and set apart; provided, however,
that the foregoing shall not be deemed to prohibit (i) redemptions of
Preferred Stock pursuant to Section 7 hereof or (ii) the repurchase
of shares of Common Stock from employees, officers, directors, consultants or
other persons performing services for the Corporation or any subsidiary
pursuant to agreements under which the Corporation has the option to repurchase
such shares at cost upon the occurrence of certain events, such as the
termination of employment, or through the exercise of any right of first
refusal.  2. 
   d.             Common
Stock Dividends.  In the event
dividends are paid on any share of Common Stock, other than in the form of
shares of Common Stock pursuant to Section 4(f), the Corporation shall pay an
additional dividend on all outstanding shares of Preferred Stock in a per share
amount equal (on an as-if-converted to Common Stock basis) to the amount paid
or set aside for each share of Common Stock. e.             Waiver.  The holders of the Preferred Stock expressly
waive their rights, if any, as described in California Corporations Code
Sections 502, 503 and 506 as they relate to repurchases of shares of Common
Stock upon termination of employment or service as a consultant or director. Section 3.               Liquidation
Rights. a.             Upon
any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary, before any distribution or payment shall be made to
the holders of any Junior Stock, each holder of Preferred Stock shall be
entitled to be paid out of the assets of the Corporation legally available for
distribution, or the consideration received in such transaction, an amount per
share of Preferred Stock equal to the greater of (i) the Original Issue Price
plus all accrued or declared and unpaid dividends on the Preferred Stock, if
any, (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like with respect to such shares after the Original
Issue Date) for each share of Preferred Stock held by such holder, and (ii) the
amount per share such Preferred Stock holder would have received in such
liquidation, dissolution or winding up assuming all holders of Preferred Stock
had converted all Preferred Stock into Common Stock pursuant to the terms
hereof immediately prior to such liquidation, dissolution or winding up.  If, upon any such liquidation, dissolution,
or winding up, the assets of the Corporation (or the consideration received in
such transaction) shall be insufficient to make payment in full to all holders
of Preferred Stock of the liquidation preference set forth in this
Section 3(a), then such assets (or consideration) shall be distributed
among the holders of the Preferred Stock at the time outstanding, ratably in proportion
to the full amounts to which they would otherwise be respectively
entitled.  After payment of the full
liquidation preference of the Preferred Stock as aforesaid, the assets of the
Corporation legally available for distribution (or the consideration received
in such transaction), if any, shall be distributed to the holders of any Junior
Stock in accordance with the Certificate of Incorporation and any other
Certificate of Designations creating a series of Preferred Stock or any similar
stock. b.             An
Acquisition (as defined below) or Asset Transfer (as defined below) shall be
deemed a liquidation for purposes of this Section 3, and provision shall
be made in each merger agreement, acquisition agreement or other agreement
entered into by the Company which provides for an Acquisition or Asset Transfer
so that the consideration pursuant thereto shall be paid in accordance with the
provisions of this Section 3.  An Acquisition shall mean (i) any
consolidation or merger of the Corporation with or into any other corporation
or other entity or person, or any other corporate reorganization, in which all
of the stockholders of the Corporation immediately prior to such consolidation,
merger or reorganization, own less than fifty percent (50%) of the voting power
of the surviving entity immediately after such consolidation, merger or
reorganization in substantially the same relative proportions; or (ii) any
transaction or series of related transactions to which the Corporation is a
party in which in excess of fifty percent (50%)  3. 
   of the Corporations voting power is transferred; provided that an Acquisition shall not
include (x) any consolidation or merger effected exclusively to change the
domicile of the Corporation, or (y) any transaction or series of transactions
(other than a merger or consolidation) principally for bona fide equity
financing purposes in which cash is received by the Corporation or indebtedness
of the Corporation is cancelled or converted or a combination thereof; and Asset Transfer shall mean a sale, lease or
other disposition of all or substantially all of the assets of the Corporation. Section 4.               Conversion.  The holders of the Preferred Stock shall
have conversion rights as follows (the Conversion
Rights): a.             Optional
Conversion.  Subject to and in
compliance with the provisions of this Section 4, any shares of Preferred Stock
may, at the option of the holder, be converted at any time into fully-paid and
nonassessable shares of Common Stock. 
The number of shares of Common Stock to which a holder of Preferred
Stock shall be entitled upon conversion shall be the product obtained by
multiplying the Conversion Rate then in effect (determined as provided in
Section 4(b) by the number of shares of Preferred Stock being converted. b.             Conversion
Rate.  The Conversion Rate for
Preferred Stock in effect at any time for conversion of the Preferred Stock
(the Conversion Rate) shall be
the quotient obtained by dividing the Original Issue Price by the Conversion
Price, calculated as provided in Section 4(c). c.             Conversion
Price.  The Conversion Price for the
Preferred Stock shall initially be $1.002 (the Conversion Price). 
Such initial Conversion Price shall be adjusted from time to time in
accordance with this Section 4.  All
references to the Conversion Price herein shall mean the Conversion Price as so
adjusted. d.             Mechanics
of Conversion.  Each holder of
Preferred Stock who desires to convert the same into shares of Common Stock
pursuant to this Section 4 shall surrender its certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the Preferred Stock, and shall give written notice to the Corporation
at such office that it elects to convert the same.  Such notice shall state the number of shares of Preferred Stock
being converted.  Thereupon, the
Corporation shall promptly issue and deliver at such office to such holder of
Preferred Stock a certificate or certificates, registered in such names as are
specified by the holder, for the number of shares of Common Stock to which such
holder is entitled and shall promptly pay in cash (at the Common Stocks fair
market value determined by the Board of Directors as of the date of conversion)
the value of any fractional share of Common Stock otherwise issuable to any
holder of Preferred Stock.  Such
conversion shall be deemed to have been made at the close of business on the
date of such surrender of the certificates representing the shares of Preferred
Stock to be converted, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date. e.             Adjustment
for Stock Splits and Combinations. 
If at any time or from time to time after the Original Issue Date the
Corporation effects a subdivision of the outstanding Common Stock without a
corresponding subdivision of the Preferred Stock, the Conversion  4. 
   Price in effect immediately before that subdivision shall be
proportionately decreased.  Conversely,
if at any time or from time to time after the Original Issue Date the
Corporation combines the outstanding shares of Common Stock into a smaller
number of shares without a corresponding combination of the Preferred Stock,
the Conversion Price in effect immediately before the combination shall be
proportionately increased.  Any
adjustment under this Section 4(e) shall become effective at the close of
business on the date the subdivision or combination becomes effective. f.              Adjustment
for Common Stock Dividends and Distributions.  If at any time or from time to time after the Original Issue Date
the Corporation pays a dividend or other distribution in additional shares of
Common Stock, the Conversion Price that is then in effect shall be decreased as
of the time of such issuance, as provided below: (i)            The
Conversion Price shall be adjusted by multiplying the Conversion Price then in
effect by a fraction equal to: (A)          the
numerator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance, and (B)           the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance plus the number of
shares of Common Stock issuable in payment of such dividend or distribution; (ii)           If
the Corporation fixes a record date to determine which holders of Common Stock
are entitled to receive such dividend or other distribution, the Conversion
Price shall be fixed as of the close of business on such record date and the
number of shares of Common Stock shall be calculated immediately prior to the
close of business on such record date; and (iii)          If
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Conversion Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Conversion Price shall be adjusted pursuant to this Section
4(f) to reflect the actual payment of such dividend or distribution. g.             Adjustment
for Reclassification, Exchange and Substitution.   If at any time or from time to time after the Original Issue
Date, the Common Stock issuable upon the conversion of the Preferred Stock is
changed into the same or a different number of shares of any class or classes
of stock, whether by recapitalization, reclassification or otherwise (other
than an Acquisition or Asset Transfer as defined in Section 3(b) or a
subdivision or combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in this
Section 4), in any such event each holder of Preferred Stock shall then
have the right to convert such stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification or other change by holders of the maximum number of shares of
Common Stock into which such shares of Preferred Stock could have been
converted immediately prior to such recapitalization, reclassification or
change, all  5. 
   subject to further adjustment as provided
herein or with respect to such other securities or property by the terms
thereof. h.             Reorganizations,
Mergers or Consolidations.  If at
any time or from time to time after the Original Issue Date, there is a capital
reorganization of the Common Stock or the merger or consolidation of the
Corporation with or into another corporation or another entity or person (other
than an Acquisition or Asset Transfer as defined in Section 3(b) or a
recapitalization, subdivision, combination, reclassification, exchange or
substitution of shares provided for elsewhere in this Section 4) (a
Capital Reorganization), as a part of such Capital Reorganization, provision
shall be made so that each holder of Preferred Stock shall thereafter be
entitled to receive upon conversion of the Preferred Stock the kind and amount
of stock and other securities and property receivable upon such Capital
Reorganization by holders of the maximum number of shares of Common Stock into
which such shares of Preferred Stock could have been converted immediately
prior to such Capital Reorganization, all subject to further adjustment as
provided herein or with respect to such other securities or property by the
terms thereof.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 4 with respect to the rights of the holders of Preferred
Stock after the Capital Reorganization to the end that the provisions of this
Section 4 (including adjustment of the Conversion Price then in effect and
the number of shares issuable upon conversion of the Preferred Stock) shall be
applicable after that event and be as nearly equivalent as practicable. i.              Certificate
of Adjustment.  In each case of an
adjustment or readjustment of the Conversion Price for the number of shares of
Common Stock or other securities issuable upon conversion of the Preferred
Stock, if the Preferred Stock is then convertible pursuant to this
Section 4, the Corporation, at its expense, shall compute such adjustment
or readjustment in accordance with the provisions hereof and prepare a
certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to each registered holder of
Preferred Stock at the holders address as shown in the Corporations
books.  The certificate shall set forth
such adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (i) the
Conversion Price at the time in effect and (ii) the type and amount, if any, of
other property which at the time would be received upon conversion of the
Preferred Stock. j.              Notices
of Record Date.  Upon (i) any taking
by the Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any Acquisition (as defined in
Section 3(b)) or other capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation with or into any other
corporation, or any Asset Transfer (as defined in Section 3(b)), or any
voluntary or involuntary dissolution, liquidation or winding up of the Corporation,
the Corporation shall mail to each holder of 
Preferred Stock at least ten (10) days prior to the record date
specified therein (or such shorter period approved by the holders of at least
75% of the outstanding Preferred Stock) a notice specifying (A) the date on
which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the
date on which any such Acquisition, reorganization, reclassification, transfer,
consolidation, merger, Asset Transfer, dissolution, liquidation or winding up
is expected to become effective, and (C) the date, if any, that is to be fixed
as to  6. 
   when the holders of record of Common Stock (or other securities) shall
be entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such Acquisition, reorganization,
reclassification, transfer, consolidation, merger, Asset Transfer, dissolution,
liquidation or winding up.  The
Corporation shall also use its reasonable efforts to furnish to the holders of
Preferred Stock information that is reasonably sufficient to enable such
holders to make a determination as to whether it would be to their advantage to
convert their shares of Preferred Stock to shares of Common Stock pursuant to
this Section 4 prior to any transaction listed in (ii) above. k.             Automatic
Conversion. (i)            Each
share of Preferred Stock shall automatically be converted into shares of Common
Stock, based on the then-effective Conversion Rate, (i) upon receipt by the
Corporation of the written consent to such conversion of the holders of at
least 75% of the outstanding Preferred Stock or (ii) upon the closing of an
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, of shares of Common Stock of the
Company for a public offering price of at least $3.006 per share (as adjusted
for any stock dividends, combinations, splits, recapitalizations and the like
with respect to the Common Stock) and with gross proceeds to the Company
(before underwriting discounts, commission and fees) of not less than Forty
Million Dollars ($40,000,000); provided,
however, that if this event occurs at a time when insufficient
authorized Common Stock is available for issuance of all shares of Common Stock
issuable upon such conversion or prior to the effective date of the
registration statement to be filed with the Securities and Exchange Commission
registering for resale the shares of Common Stock issuable upon such
conversion, then automatic conversion of the Preferred Stock shares shall not
immediately occur but instead shall occur at such time as sufficient authorized
Common Stock is available and such registration has been declared effective. (ii)           Upon
a conversion in accordance with Section 4(k)(i) above, the outstanding shares
of Preferred Stock shall be converted automatically without any further action
by the holders of such shares and whether or not the certificates representing
such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation
shall not be obligated to issue certificates evidencing the shares of Common
Stock issuable upon such conversion unless the certificates evidencing such
shares of Preferred Stock are either delivered to the Corporation or its
transfer agent as provided below, or the holder notifies the Corporation or its
transfer agent that such certificates have been lost, stolen or destroyed and
executes an agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such
certificates.  Upon the occurrence of
such automatic conversion of the Preferred Stock, the holders of Preferred
Stock shall surrender the certificates representing such shares at the office
of the Corporation or any transfer agent for the Preferred Stock.  Thereupon, there shall be issued and
delivered to such holder promptly at such office and in its name as shown on
such surrendered certificate or certificates, a certificate or certificates for
the number of shares of Common Stock into which the shares of Preferred Stock
surrendered were convertible on the date on which such automatic conversion
occurred. l.              Fractional
Shares.  No fractional shares of
Common Stock shall be issued upon conversion of Preferred Stock.  All shares of Common Stock (including
fractions thereof)  7. 
   issuable upon conversion of more than one share of Preferred Stock by a
holder thereof shall be aggregated for purposes of determining whether the
conversion would result in the issuance of any fractional share.  If, after the aforementioned aggregation,
the conversion would result in the issuance of any fractional share, the
Corporation shall, in lieu of issuing any fractional share, pay cash equal to
the product of such fraction multiplied by the Common Stocks fair market value
(as determined in good faith by the Board of Directors) on the date of
conversion. m.            Reservation
of Stock Issuable Upon Conversion. 
The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Preferred Stock, such number of
its shares of Common Stock as shall from time to time be sufficient to effect
the conversion of all outstanding shares of the Preferred Stock.  If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of the Preferred Stock, the
Corporation will promptly take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose. n.             Notices.  Any notice required by the provisions of
this Section 4 shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of
the recipient; if not, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with verification of
receipt.  All notices shall be addressed
to each holder of record at the address of such holder appearing on the books
of the Corporation. o.             Payment
of Taxes.  The Corporation 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 shares of Common Stock
upon conversion of shares of Preferred Stock, excluding any tax or other charge
imposed in connection with any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the shares of
Preferred Stock so converted were registered. p.             No
Dilution or Impairment.  Without the
consent of the holders of at least 75% of the then outstanding Preferred Stock,
the Corporation shall not amend this Certificate of Designations, its Amended
and Restated Certificate of Incorporation or its Bylaws (each as may be amended
from time to time in compliance with the provisions hereof) or 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 Corporation, but shall at
all times in good faith assist in carrying out all such action as may be reasonably
necessary or appropriate to protect the conversion rights of the holders of the
Preferred Stock against dilution or other impairment and to otherwise protect
the rights of the Preferred Stock hereunder.  8. 
   Section 5.               Voting
Rights.  Each holder of shares of
Preferred Stock shall have a number of votes equal to the number of shares of
Common Stock issuable upon conversion of such holders shares of Preferred
Stock and shall have voting rights and powers equal to the voting rights and
powers of the Common Stock.  The holder
of each share of Preferred Stock shall be entitled to notice of any
shareholders meeting in accordance with the Amended and Restated Bylaws of the
Corporation and shall vote with holders of the Common Stock at any annual or
special meeting of the shareholders and not as a separate class, except those
matters required by law to be submitted to a class vote. Section 6.               Protective
Provisions. Subject to the rights of any series of preferred stock that may
from time to time come into existence, so long as 453,666 shares of Preferred
Stock are outstanding (as adjusted for any stock dividends, combinations,
splits, recapitalizations and the like with respect to such Preferred Stock), the
Corporation shall not without first obtaining the approval (by vote or written
consent, as provided by law) of the holders of at least 75% of the
then-outstanding shares of Preferred Stock, voting separately as a class: a.             amend
its Certificate of Incorporation (including this Certificate of Designations or
the filing of another Certificate of Designations) or Bylaws so as to affect
adversely the shares of Preferred Stock or any holder thereof, including,
without limitation, by creating any additional series of preferred stock (or
issuing shares under any such series) that is senior to, or pari passu with,
the Preferred Stock in liquidation preference, conversion rights or right of
payment; or b.change the rights of the
holders of the Preferred Stock in any other respect; or c.             increase
or decrease (other than by redemption or conversion) the authorized number of
shares of Preferred Stock; or d.             authorize
or issue any other equity security, including any other security convertible
into or exercisable for any equity security, having a preference over, or being
on a parity with, the Preferred Stock with respect to voting, dividends or
liquidation preferences; or e.             purchase,
redeem or otherwise acquire for value any shares of Junior Stock; provided, however,
that the foregoing shall not be deemed to prohibit (i) redemptions of
Preferred Stock pursuant to Section 7 hereof or (ii) the repurchase
of shares of Common Stock from employees, officers, directors, consultants or
other persons performing services for the Corporation or any subsidiary
pursuant to agreements under which the Corporation has the option to repurchase
such shares at cost upon the occurrence of certain events, such as the
termination of employment, or through the exercise of any right of first refusal. provided, however,that the authorization and
issuance of additional shares of Common Stock, and creation of any series of
preferred stock (or issuing shares under any such series) that is junior in
right of payment upon liquidation, conversion and payment rights to the
Preferred Stock shall not be deemed to adversely affect the rights, preferences
or privileges of the Preferred Stock or any holder thereof or change the rights
of the holders of the Preferred Stock in any other respect.  9. 
   Section 7.               Optional
Redemption.  The holders of the
Preferred Stock shall have the option to require the Corporation to redeem, at
any time after the date five (5) years after the first issuance of shares of
Preferred Stock (the Maturity Date),
the outstanding shares of Preferred Stock as follows: a.             The
holders of at least 75% of the outstanding shares of Preferred Stock shall
deliver to the Corporation a notice (the Election
Notice) specifying that such holders have elected pursuant to this
Section 7 to have the outstanding shares of Preferred Stock redeemed and the
date, not earlier than the Maturity Date, upon which such redemption shall
occur (the Redemption Date);provided, however, that such Election Notice
shall not be given less than sixty (60) days, nor more than ninety (90) days,
prior to the Redemption Date.  The
Corporation shall effect such redemption on the Redemption Date by paying in
cash in exchange for each share of Preferred Stock a sum equal to the Original
Issue Price (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like after the first issuance of shares of Preferred
Stock), plus unpaid dividends with respect to such share (the Redemption Price).  The total amount to be paid for the shares
of the Preferred Stock is hereinafter referred to as the Total Redemption Price. b.             At
least thirty (30) days but no more than sixty (60) days prior to the Redemption
Date, the Corporation shall send a notice (a Redemption
Notice) to all holders of Preferred Stock setting forth (A) the
Redemption Price for the shares of Preferred Stock to be redeemed, and (B) the
place at which such holders may obtain payment of their respective portions of
the Total Redemption Price upon surrender of their share certificates.  If the Corporation does not have sufficient
funds legally available to redeem all shares to be redeemed at the Redemption
Date, then it shall so notify such holders and shall redeem such shares pro
rata (based on the portion of the aggregate Total Redemption Price payable to
them) to the extent possible and shall redeem the remaining shares to be
redeemed as soon as sufficient funds are legally available.  Notwithstanding the above, any holder of
Preferred Stock may convert such shares into Common Stock pursuant to Section
4(a) on or prior to the date immediately preceding the Redemption Date. c.             On
or prior to the Redemption Date, the Corporation shall deposit the Total
Redemption Price of the shares to be redeemed with a bank or trust company
having aggregate capital and surplus in excess of $100,000,000, as a trust fund
(an Eligible Institution), with irrevocable instructions and authority to the
Eligible Institution to pay, on and after the Redemption Date, the Redemption
Price of the shares to their respective holders upon the surrender of their
share certificates.  Any money deposited
by the Corporation pursuant to this Section 7(c) for the redemption of
shares thereafter converted into shares of Common Stock pursuant to
Section 4 hereof prior to the Redemption Date shall be returned to the
Corporation forthwith upon such conversion. 
The balance of any funds deposited by the Corporation pursuant to this
Section 7(c) remaining unclaimed at the expiration of one (1) year
following the Redemption Date shall be returned to the Corporation promptly
upon its written request, and each holder of Preferred Stock shall thereafter
look only to the Corporation for payment of the Redemption Price. d.             Each
holder of shares of Preferred Stock to be redeemed shall surrender such
holders certificates representing such shares to the Corporation in the manner
and at the  10. 
   place designated in the Redemption Notice, and thereupon the Redemption
Price of such shares shall be payable to the order of the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be canceled. 
In the event less than all the shares represented by such certificates
are redeemed, a new certificate shall be issued representing the unredeemed
shares.  From and after the Redemption
Date, unless there shall have been a default in payment of the Redemption Price
or the Corporation is unable to pay the Total Redemption Price due to not
having sufficient legally available funds, all rights of the holder of such
shares as holder of Preferred Stock (except the right to receive the Redemption
Price per share without interest upon surrender of their certificates), shall
cease and terminate with respect to such shares; provided that in the event that shares of Preferred Stock
are not redeemed due to a default in payment by the Corporation or because the
Corporation does not have sufficient legally available funds, such shares of
Preferred Stock shall remain outstanding and shall be entitled to all of the
rights and preferences provided herein until redeemed. Section 8.               Redemption at the
Corporations Election. a.             At
any time  after the Maturity Date, the
Corporation shall have the right, in its sole discretion, to redeem all (but
not less than all) of the outstanding shares of Preferred Stock (the Corporations Redemption Election) at a
price per share equal to the Redemption Price; provided,
however,  that it shall be a condition precedent to the
exercise of the Corporations Redemption Election that prior thereto the
Corporation shall have deposited the Total Redemption Price with an Eligible
Institution, with irrevocable instructions and authority to the Eligible
Institution to pay, on and after the Corporations Redemption Election Date (as
defined below), the Redemption Price of the shares to the holders of the
Preferred Stock upon the surrender of their share certificates.  The Corporation shall exercise its right to
the Corporations Redemption Election by providing each holder of Preferred
Stock written notice at least 20 days prior to the date of redemption (the Corporations Redemption Election Notice)
setting forth the anticipated date of such redemption (Corporations Redemption Election Date).   All holders of Preferred Stock shall
thereupon  surrender all outstanding
Preferred Stock certificates in the manner and at the place designated in the
Corporations Redemption Election Notice. 
The Corporation shall, within twenty (20) days of receipt of such
surrendered Preferred Stock certificates, pay the full Redemption Price with
respect to such shares of Preferred Stock. 
Notwithstanding the above, any holder of Preferred Stock may convert such
shares into Common Stock pursuant to Section 4(a) on or prior to the date
immediately preceding the Corporations Redemption Election Date. b.             From
and after the Corporations Redemption Election Date, unless there shall have
been a default in payment of the Redemption Price, all rights of the holder of
such shares as holder of Preferred Stock (except the right to receive the
Redemption Price without interest upon surrender of their certificates), and
such Preferred Stock in fact, shall cease and terminate; provided that in the event that shares of
Preferred Stock are not redeemed due to a default in payment by the
Corporation, such shares of Preferred Stock shall remain outstanding and shall
be entitled to all of the rights and preferences provided herein until
redeemed.  11. 
   Section 9.               No
Reissuance of Preferred Stock.  No
shares of Preferred Stock acquired by the Corporation by reason of redemption,
purchase, conversion or otherwise shall be reissued.  [Signature page follows]  12. 
   IN WITNESS
WHEREOF,said PHARSIGHT
CORPORATION has caused this Certificate of Designations to be signed
by Michael S. Perry, its Chief Executive Officer, as of June 26,
2002. PHARSIGHT CORPORATION  By:
  /s/  MICHAEL S. PERRYName:
  Michael S. PerryTitle:
  Chief Executive Officer     13.