AND THE EXERCISE BY A PARTY OF ANY ONE REMEDY
WILL NOT PRECLUDE THE EXERCISE OF ANY OTHER REMEDY.
8.16
INJUNCTIVE RELIEF. THE PARTIES HERETO AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THE
STOCK AGREEMENTS WERE NOT PERFORMED IN ACCORDANCE WITH
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THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. THE PARTIES ACCORDINGLY AGREE
THAT INJUNCTIVE RELIEF ENFORCING THE TERMS OF THE STOCK AGREEMENTS IS
APPROPRIATE.
8.17
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH ALL
THE EXHIBITS HERETO, THE RIGHTS AGREEMENT AND THE LICENSE AGREEMENT, CONSTITUTE
THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS
AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR
WRITTEN, OF THE PARTIES WITH RESPECT THERETO, INCLUDING ANY TERM SHEET.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Purchaser and the Company have caused this Agreement to
be duly executed as of the date and year first above written.
SUPERGEN, INC.
a Delaware corporation
By:
/s/ JAMES S.J. MANUSO
Name: James S.J. Manuso
Title: Chairman, President & CEO
MGI PHARMA, INC.
a Minnesota corporation
By:
/s/ LEON O. MOULDER JR.
Name: Leon O. Moulder Jr.
Title: President & CEO
[Signature Page to Purchase Agreement]
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EXHIBITS
A.
Form of License Agreement
B.
Form of Investor Rights Agreement
EXHIBIT A
FORM OF LICENSE AGREEMENT
EXHIBIT B
FORM OF INVESTOR RIGHTS AGREEMENT
2