Exhibit 10.41
October 16, 2002
Alloy Ventures
480 Cowper Street
Second Floor
Palo Alto, California
Attn: Tony Di Bona
Sprout Group
11 Madison Avenue
13th Floor
New York, NY 10010
Attn: Kathleen D. La Porte
Re: Waiver
Ladies and Gentlemen:
Reference is hereby made to that certain Preferred Stock and Warrant Purchase Agreement dated as of June 25, 2002 (the “Purchase Agreement”), by and among Pharsight Corporation (“Pharsight”) and each of the purchasers named therein (collectively, the “Purchasers”). All capitalized but undefined terms used herein shall have the meanings ascribed to them in the Purchase Agreement.
Pharsight hereby requests each of the Purchasers to waive the requirement to cause the Registration Statement to be filed prior to 105 days after the Initial Closing Date pursuant to Section 9.1(a) of the Purchase Agreement. Further, Pharsight hereby requests each of the Purchasers to waive until November 30, 2002, any rights to any liquidated damages it may have pursuant to Section 9.2(f) of the Purchase Agreement. In this regard, each of the Purchasers hereby acknowledges that if this waiver is given, (a) Pharsight will rely on this waiver in connection with the timing of seeking the effectiveness of the Registration Statement; and (b) Pharsight shall not be obligated to make any payment of liquidated damages to any Purchaser in the event a Registration Statement covering all of the Registrable Securities has not been declared effective by the SEC on or prior to November 30, 2002. If a Registration Statement covering all of the Registrable Securities has not been declared effective by the SEC on or prior to November 30, 2002, then liquidated damages shall begin to accrue beginning November 30, 2002 pursuant to the terms of Section 9.2(f) of the Purchase Agreement; provided, that such period of time covered herein shall be tolled to the extent of any delays caused solely by any Purchaser Delay.
In the event that Purchasers who hold at least 75% of the Registrable Securities countersign this waiver, then, in accordance with Section 9.11 of the Agreement, this waiver will be binding
against all Purchasers.
All other provisions of the Purchase Agreement shall remain in full force and effect.
Please indicate your waiver with respect to such rights by countersigning and returning this Waiver Letter as soon as possible.
Sincerely,
Pharsight Corporation
/s/ Michael Perry
Michael Perry
President and Chief Executive Officer
The undersigned have read the foregoing and hereby waive such rights on behalf of itself and the other Purchasers under Section 9 of the Purchase Agreement as provided above. This Waiver Letter may be countersigned in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument.
PURCHASER(S):
ALLOY PARTNERS 2000, L.P.
ALLOY VENTURES 2000, L.P.
ALLOY CORPORATE 2000, L.P.
ALLOY INVESTORS 2000, L.P.
By: Alloy Ventures 2000, LLC, its General Partner
By: /s/ Tony DiBona
Name: Tony DiBona
Title: Managing Member
Address: |
| 480 Cowper Street |
|
| Second Floor |
|
| Palo Alto, California |
|
| Attn: Tony Di Bona |
Email: |
| cfo@alloyventures.com |
Facsimile: |
| (650) 687-5010 |
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PURCHASER(S) CONTINUED:
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, as nominee for DLJ First ESC, L.P., EMA 2001 Plan, L.P., CSFB 2001 Investors, L.P., Credit Suisse First Boston Private Equity, Inc., Docklands 2001 Plan, L.P., and Paradeplatz 2001 Plan, L.P.
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Attorney-in-Fact
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
SPROUT ENTREPRENEURS FUND, L.P.
By: DLJ Capital Corp., its General Partner
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Managing Director
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
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PURCHASER(S) CONTINUED:
SPROUT CAPITAL IX, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Managing Director
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Managing Director
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
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PURCHASER(S) CONTINUED:
SPROUT CEO FUND, L.P.
By: DLJ Capital Corp., its Managing General Partner
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Managing Director
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
DLJ CAPITAL CORP.
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Managing Director
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
DLJ FIRST ESC L.P.
By: DLJ LBO Plans Management Corporation, its General Partner
By: /s/ Kathleen D. La Porte
Name: Kathleen D. La Porte
Its: Attorney-in-Fact
Address: |
| Sprout Group |
|
| 11 Madison Avenue |
|
| 13th Floor |
|
| New York, NY 10010 |
Email: |
| kathleen.laporte@sproutgroup.com |
Facsimile: |
| (646) 935-7094 |
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