ANY OTHER AGREEMENT REGARDING
TRADE SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE §2870.
EXECUTIVE UNDERSTANDS THAT ANY BREACH 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.
(E)
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 DOES, HOWEVER,
PRECLUDE EXECUTIVE FROM
PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
(F)
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.
7
9.
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 ANY 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.
10.
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
If to
Executive:
Joseph Rubinfeld
5304 Blackhawk Drive
Danville, CA
94506
11.