REASONABLE COSTS AND ATTORNEY FEES.
8.5
ADMINISTRATIVE RELIEF.
EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT DOES NOT
PROHIBIT EXECUTIVE FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR
FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND
HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, OR THE WORKERS'
COMPENSATION BOARD.
THIS AGREEMENT, HOWEVER, DOES PRECLUDE EXECUTIVE FROM
PURSING COURT ACTION REGARDING ANY SUCH CLAIM.
8.6
VOLUNTARY NATURE OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
EXECUTIVE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR
UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE.
EXECUTIVE FURTHER ACKNOWLEDGES
AND AGREES THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT AND HAS ASKED ANY
QUESTIONS NEEDED FOR EXECUTIVE TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING
EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT
EXECUTIVE IS
WAIVING HIS RIGHT TO A JURY TRIAL.
FINALLY, EXECUTIVE AGREES THAT HE HAS BEEN
PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF HIS CHOICE BEFORE
SIGNING THIS AGREEMENT.
9.
CONTRACT RENEWAL.
THIS AGREEMENT IS AUTOMATICALLY RENEWED FOR A
SUCCESSIVE THREE (3) YEAR TERM FROM THE ORIGINAL EFFECTIVE DATE UNLESS EITHER
PARTY GIVES THE OTHER PARTY THREE (3) MONTHS NOTICE PRIOR TO EXPIRATION OF THE
AGREEMENT OF THEIR INTENT NOT TO RENEW THE AGREEMENT.
10.
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF (A) THE HEIRS, EXECUTORS AND LEGAL REPRESENTATIVES OF EXECUTIVE UPON
EXECUTIVE'S DEATH AND (B) ANY SUCCESSOR OF THE COMPANY.
ANY SUCH SUCCESSOR OF
THE COMPANY SHALL BE DEEMED SUBSTITUTED FOR THE COMPANY UNDER THE TERMS OF THIS
AGREEMENT FOR ALL PURPOSES.
AS USED HEREIN, "SUCCESSOR" SHALL INCLUDE ANY
PERSON, FIRM, CORPORATION OR OTHER BUSINESS ENTITY WHICH AT ANT TIME, WHETHER BY
PURCHASE, MERGER OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE COMPANY.
NONE OF THE RIGHTS
OF EXECUTIVE TO RECEIVE ANY FORM OF COMPENSATION PAYABLE PURSUANT TO THIS
AGREEMENT SHALL BE ASSIGNABLE OR TRANSFERABLE EXCEPT THROUGH A TESTAMENTARY
DISPOSITION OR BY THE LAWS OF DESCENT AND DISTRIBUTION UPON THE DEATH OF
EXECUTIVE.
ANY ATTEMPTED ASSIGNMENT, TRANSFER, CONVEYANCE OR OTHER DISPOSITION
(OTHER
12
THAN AS AFORESAID) OF ANY INTEREST IN THE RIGHTS OF EXECUTIVE TO RECEIVE ANY
FORM OF COMPENSATION HEREUNDER SHALL BE NULL AND VOID.
11.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS CALLED
FOR HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED
PERSONALLY OR THREE (3) DAYS AFTER BEING MAILED BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, PREPAID AND ADDRESSED TO THE PARTIES OR THEIR
SUCCESSORS IN INTEREST AT THE FOLLOWING ADDRESSES, OR AT SUCH OTHER ADDRESSES AS
THE PARTIES MAY DESIGNATE BY WRITTEN NOTICE IN THE MANNER AFORESAID:
If to the Company:
SuperGen, Inc.
4140 Dublin 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
8 Glen Alpine Drive
Piedmont, CA 94611
12.
SEVERABILITY.
IN THE EVENT THAT