employment
agreement purports to require an employee to assign an invention otherwise
excluded from being required to be assigned under subdivision (a), the provision
is against the public policy of this state and is unenforceable."
EXHIBIT B
AGREEMENT AND RELEASE
RECITALS
This Agreement and Release (the "Release") is made by and between Joseph
Rubinfeld ("Employee") and SuperGen, Inc. (the "Company"), collectively referred
to as the Parties.
WHEREAS, the Parties are mutually agreeing to a reassignment of Employee's
position as President and Chief Executive Officer of the Company to that of
Chief Scientist of the Company, effective December 31, 2003;
WHEREAS, in connection with such reassignment, the Parties are entering into
that certain Employment, Confidential Information, Invention and Assignment
Agreement, dated December 31, 2003 (the "Employment Agreement"), which is
incorporated herein by reference, pursuant to which Employee will be entitled to
receive, upon execution and nonrevocation of this Release, good and valuable
benefits;
WHEREAS, Employee wishes to release the Company from any and all claims arising
from or related to his employment relationship with the Company up to and
including December 31, 2003;
WHEREAS, the Parties, and each of them, wish to resolve any and all disputes,
claims, complaints, grievances, charges, actions, petitions and demands that the
Employee may have against the Company as defined herein, including, but not
limited to, any and all claims arising or in any way related to Employee's
employment with the Company up to and including December 31, 2003;
NOW THEREFORE, in consideration of the benefits provided for in the Employment
Agreement and the promises made herein, the Parties hereby agree as follows:
COVENANTS
1.
CONSIDERATION.
(A) THE COMPANY AGREES TO PROVIDE THE BENEFITS AS PROVIDED FOR IN SECTIONS 7(B)
AND 10(A) AND (B) OF THE EMPLOYMENT AGREEMENT.
(B) PAYMENT.
THE COMPANY WILL TENDER THE BENEFITS PROVIDED FOR IN SECTIONS 7(B)
AND 10(A) AND (B) OF THE EMPLOYMENT AGREEMENT WITHIN THE DATES SPECIFIED IN THE
EMPLOYMENT AGREEMENT.
2.
CONFIDENTIAL INFORMATION.
EMPLOYEE SHALL CONTINUE TO MAINTAIN THE
CONFIDENTIALITY OF ALL CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY
AND SHALL CONTINUE TO COMPLY WITH ALL SUCH APPLICABLE PROVISIONS AS SET FORTH IN
THE EMPLOYMENT AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTIONS 5 AND 6 OF THE
EMPLOYMENT AGREEMENT.
3.
RELEASE OF CLAIMS.
EMPLOYEE AGREES THAT THE FOREGOING CONSIDERATION
REPRESENTS SETTLEMENT IN FULL OF ALL OUTSTANDING OBLIGATIONS OWED TO EMPLOYEE BY
THE COMPANY UP TO AND INCLUDING DECEMBER 31, 2003.
EMPLOYEE, ON HIS OWN BEHALF,
AND ON BEHALF OF HIS RESPECTIVE HEIRS, FAMILY MEMBERS, EXECUTORS, AND ASSIGNS,
HEREBY FULLY AND FOREVER RELEASES THE COMPANY COVERING THE PERIOD OF HIS
EMPLOYMENT WITH THE COMPANY UP TO AND INCLUDING DECEMBER 31, 2003 AND ITS
OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, SHAREHOLDERS, ADMINISTRATORS,
AFFILIATES, DIVISIONS, SUBSIDIARIES, PREDECESSOR AND SUCCESSOR CORPORATIONS, AND
ASSIGNS, FROM, AND AGREE NOT TO SUE CONCERNING, ANY CLAIM, DUTY, OBLIGATION OR
CAUSE OF ACTION RELATING TO ANY MATTERS OF ANY KIND, WHETHER PRESENTLY KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT EMPLOYEE MAY POSSESS ARISING FROM ANY
OMISSIONS, ACTS OR FACTS THAT