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.
13.
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, INCLUDING, WITHOUT LIMITATION, THE ORIGINAL AGREEMENT, WHETHER
ORAL OR WRITTEN, CONCERNING EXECUTIVE'S EMPLOYMENT RELATIONSHIP WITH THE
COMPANY.
14.
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.
15.
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS USED IN THIS AGREEMENT ARE FOR
CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART OF THIS AGREEMENT.
16.
NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE.
THIS AGREEMENT MAY ONLY
BE AMENDED, CANCELED OR DISCHARGED IN WRITING SIGNED BY EXECUTIVE AND THE
COMPANY.
17.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL BE
SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
13
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF CALIFORNIA.
19.
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.
20.
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
14
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 actual or demonstrably anticipate research or
development of the employer; or
(2)
Result from any work performed by the employee for the employer.
(b)
To the extent a provision in an employment agreement purports to
require an