Blvd., Suite 200
Dublin, CA
94568
Attn:
Chief Financial Officer and
Chairman of the Governance
and Nominating Committee of
the SuperGen Board of Directors
If to the Executive:
James S. Manuso
5130 Route 212
Willow, NY 12495
13.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION
HEREOF BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE
ILLEGAL, UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND
EFFECT WITHOUT SAID PROVISION.
14.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE PLAN AND OPTION AGREEMENTS, REPRESENTS THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE COMPANY AND EXECUTIVE CONCERNING EXECUTIVE'S
EMPLOYMENT RELATIONSHIP WITH THE COMPANY, AND SUPERSEDES AND REPLACES ANY AND
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, CONCERNING
EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
11
15.
WAIVER OF BREACH.
THE WAIVER OF A BREACH OF
ANY TERM OR PROVISION OF THIS AGREEMENT, WHICH MUST BE IN WRITING, WILL NOT
OPERATE AS OR BE CONSTRUED TO BE A WAIVER OF ANY OTHER PREVIOUS OR SUBSEQUENT
BREACH OF THIS AGREEMENT.
16.
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS
USED IN THIS AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART
OF THIS AGREEMENT.
17.
NO ORAL MODIFICATION, CANCELLATION OR
DISCHARGE.
THIS AGREEMENT MAY ONLY BE AMENDED, CANCELED OR DISCHARGED IN
WRITING SIGNED BY EXECUTIVE AND THE COMPANY.
18.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT
TO THIS AGREEMENT WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
19.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF
THE STATE OF CALIFORNIA.
20.
ACKNOWLEDGEMENT.
EXECUTIVE ACKNOWLEDGES THAT
HE HAS HAD THE OPPORTUNITY TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM
HIS PRIVATE ATTORNEY, HAS HAD SUFFICIENT TIME TO, AND HAS CAREFULLY READ AND
FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT, AND IS KNOWINGLY AND
VOLUNTARILY ENTERING INTO THIS AGREEMENT.
21.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN COUNTERPARTS, AND EACH COUNTERPART WILL HAVE THE SAME FORCE AND EFFECT AS AN
ORIGINAL AND WILL CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH
OF THE UNDERSIGNED.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SUPERGEN, INC.
JAMES S. MANUSO
By:
/s/ Walter Lack
/s/ James S. Manuso
Walter Lack
Chairman, Governance &
Nominating Committee of the
SuperGen Board of Directors
12
EXHIBIT A
INVENTIONS RETAINED AND LICENSED
EXHIBIT B
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT
(a)
Any provision in an employment agreement
which provides that an employee shall assign, or offer to assign, any of his or
her rights in an invention to his or her employer shall not apply to an
invention that the employee developed entirely on his or her own time without
using the employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either:
(1)
Relate at the time of conception or
reduction to practice of the invention to the employer's business, or