EXHIBIT 10.11.1
AMENDMENT NO. 1
This Amendment No. 1 (the "Amendment") to the parties' Data Set License
Agreement dated as of March 1, 2000 is entered into as of April 11, 2000 by and
between Pharsight Corporation, a California corporation, (hereinafter
"Pharsight") and the Xxxxxxxx Respiratory Research Institute (hereinafter
"Xxxxxxxx").
WHEREAS, Pharsight and Xxxxxxxx have entered into an Agreement dated as
of March 1, 2000 (the "Agreement") whereby the parties agreed on the terms and
conditions under which Xxxxxxxx would grant Pharsight the right to use certain
Data Sets in its products; and
WHEREAS, the parties have determined that certain of the terms and
conditions set forth in the Agreement should be modified;
NOW, THEREFORE, the parties agree as follows:
1. All capitalized terms used but not defined in this Amendment shall have the
meaning specified therefor in the Agreement. All section and exhibit numbers
refer to sections and exhibits of the Agreement unless otherwise specified.
2. Section 6.4 is hereby amended to read in its entirety as follows:
6.4 LOSS OF DATA ACCESS. In the event that at any time during the term
of this Agreement there is a period of at least sixty (60) days in
which the number of Consortium members having access to data to
contribute to the Data Set is less than three (3), Xxxxxxxx shall so
notify Pharsight and shall have the option to substitute for the
missing Consortium member's data, equivalent years of data from one or
more of the existing Consortium members, and in the event of such
substitution, all rights and obligations with respect to the Data Set
shall continue unchanged. In the event that Xxxxxxxx is unable to make
such a substitution or determines not to exercise its option to do so,
then Xxxxxxxx shall so notify Pharsight and shall thereafter have no
obligation to provide Updates. Pharsight's rights with respect to the
Data Set shall continue for one year from the date of such notice, but
the royalties due under Sections 4.2 and 4.3 shall be reduced to fifty
percent (50%) of the amount set forth in such sections during such
one-year period.
3. Section 5.2 is hereby amended to read in its entirety as follows:
5.2 INDEMNIFICATION. Pharsight will defend, indemnify, and hold
Xxxxxxxx harmless from and against any action or other proceeding
brought against Xxxxxxxx arising from Pharsight's use of the Data Set,
except where such action arises from negligence or willful misconduct
on the part of Xxxxxxxx or from Xxxxxxxx'x breach of the
representations and warranties set forth in Section 5.1. Xxxxxxxx will
defend, indemnify, and hold Pharsight harmless from and against any
action or other proceeding brought against Pharsight to the extent that
it is based on (i) Xxxxxxxx'x negligence or willful misconduct; (ii) a
claim that any part of the Data Set or Documentation infringes any
copyright or patent or incorporates any misappropriated trade secrets
of any third party; or (iii) an action arising from Xxxxxxxx'x breach
of the warranties set forth in Section 5.1.
4. The first paragraph of Part II.C. of Appendix E is hereby amended to read
in its entirety as follows:
"The health care data that underlie the Pharsight (PRODUCT/CONSULTING
SERVICE) are currently derived from two health care organizations that
are members of the Xxxxxxxx Data Consortium. This Consortium was
created and is managed by the Southwest Center for Managed Care
Research of the Xxxxxxxx Respiratory Research Institute. The
patient-level data from these two organizations have been merged into
one combined database. One of the contributing organizations is a
managed care organization in the southwestern United States. The second
organization is a network model managed health care plan in the
mid-Atlantic region of the United States."
5. Except as set forth herein, the Agreement shall remain unmodified and in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT AS OF THE DATE
FIRST ABOVE WRITTEN.
PHARSIGHT CORPORATION XXXXXXXX RESPIRATORY RESEARCH INSTITUTE
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxx
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Xxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxx
Chief Financial Officer Title: Chief Operating Officer
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