OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE
INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND
BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION.
IN THE EVENT
EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER REASONABLE COSTS AND ATTORNEY FEES.
9.5
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.
9.6
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 PROVIDE AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.
10
10.
CONTRACT RENEWAL.
THIS AGREEMENT IS
AUTOMATICALLY RENEWED FOR A SUCCESSIVE THREE (3) YEAR TERM 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.
11.
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF (A) THE HEIRS, EXECUTORS AN 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 THAN AS AFORESAID) OF ANY INTEREST IN THE RIGHTS OF
EXECUTIVE TO RECEIVE ANY FORM OF COMPENSATION HEREUNDER SHALL BE NULL AND VOID.
12.
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