SUPERGEN INC, POS AM, 1997-10-06

SUPERGEN INC
POS AM, 1997-10-06
PHARMACEUTICAL PREPARATIONS

Previous: USTEL INC, 8-K, 1997-10-06

Next: UNION NATIONAL BANCORP INC, 8-K, 1997-10-06

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997

REGISTRATION NO. 333-476-LA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

POST-EFFECTIVE

AMENDMENT NO. 2

ON FORM S-3

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

SUPERGEN, INC.

(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
CALIFORNIA 2834 94-3132190
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

TWO ANNABEL LANE, SUITE 220, SAN RAMON, CALIFORNIA 94583
(510) 327-0200

(Address and telephone number of principal executive offices)

------------------------

JOSEPH RUBINFELD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUPERGEN, INC.
TWO ANNABEL LANE, SUITE 220
SAN RAMON, CALIFORNIA 94583
(510) 327-0200

(Name, address, and telephone number of agent for service)
------------------------

COPIES TO:
JOHN V. ROOS, ESQ.
PAGE MAILLIARD, ESQ.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC:
March 13, 1996
------------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT PRICE PER PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES REGISTERED REGISTERED SECURITY(1) OFFERING PRICE REGISTRATION
<S> <C> <C> <C> <C>
Common Stock, $.001 par value (2)(3)........ 4,025,000 $7.50 $30,187,500 --
Common Stock Purchase Warrants ("Warrants")
(2)(4)..................................... 4,025,000 0.00 0 --
Common Stock issuable upon exercise of
Warrants (5)(6)............................ 4,025,000 11.25 45,281,250 --
Representative's Warrant (7)(8)............. 1 5.00 5 --
Common Stock issuable upon exercise of
Representative's Warrant (8)(9)............ 350,000 9.00 3,150,000 --
Warrants issuable upon exercise of
Representative's Warrant (8)(9)............ 350,000 0.00 0 --
Common Stock underlying Warrants issuable
upon exercise of Representative's Warrant
(6)(9)..................................... 350,000 11.25 3,937,500 --
Totals...................................... -- -- 82,556,250 $28,468(10)
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457.

(2) The Common Stock and Warrants were registered as component parts of a Unit.
On March 13, 1996, a total of 4,025,000 Units were registered, each Unit
consisting of one share of Common Stock and one Warrant. For the purposes of
calculation of the registration fee, each share of Common Stock sold as a
component part of the Units had been assumed to have a proposed maximum
offering price per share of $7.50, and each Warrant was assumed to have a
proposed maximum offering price per Warrant of $0.00.

(3) Includes 525,000 shares included in the 525,000 Units that the underwriters
for the Company's initial public offering (the "Underwriters") were to
purchase to cover over-allotments in connection with the Registrant's sale
of the Units.

(4) Includes 525,000 Warrants included in the 525,000 Units that the
Underwriters were to purchase to cover over-allotments in connection with
the Registrant's sale of the Units.

(5) Includes 525,000 shares issuable upon exercise of Warrants included in the
525,000 Units that the Underwriters were to purchase to cover
over-allotments in connection with the Registrant's sale of the Units. Such
shares were registered for resale by the Purchasers thereof and their
assigns and transferees on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933.

(6) An indeterminate number of additional shares of Common Stock were
registered, as provided in the Warrants and the Representative's Warrant, in
the event provisions against dilution therein become operative.

(7) In connection with the Registrant's sale of the Units, the Registrant
granted to the Representative of the several Underwriters (the
"Representative") a warrant to purchase 350,000 Units (the "Representative's
Warrant"). The price paid by the Representative for the Representative's
Warrant was $5.

(8) The exercise price of the Representative's Warrant was expected to be $9.00
per Unit, based upon an assumed maximum initial public offering price of
$7.50. For purposes of calculation of the registration fee, each share of
Common Stock included in a Unit issuable upon exercise of the
Representative's Warrant had been assumed to have a proposed maximum
offering price of $9.00, and each Warrant included in a Unit issuable upon
exercise of the Representative's Warrant had been assumed to have a proposed
maximum offering price of $0.00.

(9) Such shares and Warrants were registered for resale by the Representative
and its assigns and transferees on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933.

(10) The fee paid pursuant to this Post-Effective Amendment No. 2 is $0: A total
of $28,468 was previously paid.
<PAGE>
4,724,302 SHARES

[LOGO]

COMMON STOCK

This Prospectus relates to 4,024,302 shares of SuperGen, Inc.'s ("SuperGen"
or the "Company") common stock, $.001 par value (the "Common Stock") issuable
upon the exercise of 4,024,302 warrants (the "Warrants") issued in connection
with the Company's initial public offering (the "Initial Offering"). As part of
the Initial Offering, 3,500,000 units (the "Units") were issued on March 13,
1996 and 524,302 Units were issued on April 11, 1996 upon exercise of the
underwriter's overallotment option (the "Initial Offering"). Each Unit consisted
of one share of the Common Stock and one Warrant. The Units separated
immediately upon issuance, and the Common Stock and Warrants that made up the
Units trade only as separate securities. Each Warrant entitles the holder
thereof to purchase one share of Common Stock at a price of $9.00 per share,
subject to adjustment under certain circumstances. The Warrants are exercisable
at any time, unless previously redeemed, until March 13, 2001, subject to
certain conditions. The Company may redeem the Warrants, in whole or in part, at
any time upon at least thirty days prior written notice to the registered
holders thereof, at a price of $.25 per Warrant, provided that the closing bid
price of the Common Stock has exceeded $18.00 for the 20 consecutive trading
days immediately preceding the date of the notice of redemption.

In addition, this Prospectus relates to 350,000 shares of Common Stock and
350,000 Warrants issuable upon the exercise of a warrant (the "Representative's
Warrant") issued to Paulson Investment Company Inc. (the "Representative"), as
representative of the several underwriters in the Initial Offering, as well as
the 350,000 shares of Common Stock issuable upon exercise of the Warrants
included in the Representative's Warrant. The exercise price of the
Representative's Warrant is $7.20 per Unit and the Representative's Warrant is
exercisable at any time until March 13, 2001.

The exercise price of the Warrants and the Representative's Warrant was
determined by negotiations between the Company and the Representative in
connection with the Initial Offering. Among the factors considered in
determining the exercise price of the Warrants at the Initial Offering were the
history and the prospects of the Company at the time of the Initial Offering and
the industry in which it operated at such time, the status and development
prospects for the Company's proposed products at such time and the trends of
such results, the experience and qualifications of the Company's executive
officers at such time and the general condition of the securities markets as of
such time. The Company will receive proceeds from the exercise of the Warrants,
the Representative's Warrant and the Warrants issuable upon exercise of the
Representative's Warrant (collectively, "All Warrants"). See "Description of
Securities--Representative's Warrant" and "Description of Securities--Warrants."

The Common Stock and Warrants commenced trading on the Nasdaq National
Market on March 13, 1996 and are listed on the Nasdaq National Market under the
symbols "SUPG" and "SUPGW," respectively.

THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS AND THE
REPRESENTATIVE'S WARRANT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING AT PAGE 5.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS PROCEEDS TO
PRICE AND COMMISSIONS COMPANY
<S> <C> <C> <C>
Per Share of Common Stock............................. $(1) $-- $(1)
Total................................................. $41,560,218(2) $1,000,950 $40,559,268(2)
</TABLE>

(1) The exercise price of the Warrants (including the 350,000 Warrants issuable
upon exercise of the Representative's Warrant) is $9.00 per share. The
exercise price for the Representative's Warrant is $7.20 per Unit.

(2) Before deducting estimated expenses payable by the Company estimated at
$15,000 and after deducting $184,500 of proceeds received by the Company
upon exercise of 20,500 Warrants prior to September 29, 1997 and $144,000 of
proceeds received by the Company upon the partial exercise of the
Representative's Warrant for 20,000 Units prior to September 29, 1997.

THE DATE OF THIS PROSPECTUS IS OCTOBER 6, 1997.
<PAGE>
AVAILABLE INFORMATION

The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated by
reference in this Prospectus, other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates. Requests should be submitted by telephone to
(510) 327-0200 or in writing to SuperGen, Inc., Two Annabel Lane, Suite 220, San
Ramon, California 94583, Attn: Investor Relations.

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission:
7 World Trade Center, Suite 1300, New York, New York 10048 and Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, such material concerning the Company can also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W. Washington, D.C. 20006. The Commission also maintains a World Wide Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.

ADDITIONAL INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1993, as
amended (the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and, in such instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed or to be filed with the Commission
(Commission File No. 0-27628) under the Exchange Act, are hereby incorporated by
reference into this Prospectus: (a) the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996; (b) the Company's Proxy Statement for
the 1997 Annual Meeting of Shareholders, filed pursuant to Section 14 of the
Exchange Act; (c) the Company's Reports on Form 10-Q for the fiscal quarter
ended March 31, 1997 and the fiscal quarter ended June 30, 1997; and (d) the
Company's Report on Form 8-K filed with the Commission on July 2, 1997.

Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement or
information contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement of information contained herein modifies or replaces
such a statement or such information filed previously. Any such statement or
information so modified or replaced shall not be deemed, except as so modified
or replaced, to constitute a part of this Prospectus. Such incorporation by
reference shall not be deemed specifically to incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K under the Securities
Act.
------------------------

This prospectus includes trademarks and registered trademarks of the Company
and trademarks and registered trademarks of other companies.
------------------------

2
<PAGE>
THE COMPANY

SuperGen, Inc. (the "Company" or "SuperGen") is an emerging pharmaceutical
company dedicated to the acquisition, development and commercialization of
products intended to treat life-threatening diseases, particularly cancer and
blood cell (hematological) disorders, and other serious conditions such as
obesity and diabetes. SuperGen is developing its portfolio of anticancer drugs
through the development of its generic, proprietary and Extra-TM- products (its
enhanced line of patented products) and through the acquisition of certain
anticancer products which complement its portfolio and provide the Company with
market opportunities. The Company is currently marketing certain of its acquired
products, including Nipent-Registered Trademark- (Pentostatin), a proprietary
anticancer drug and Etoposide, a generic anticancer drug. The Company is also
developing a group of proprietary blood cell disorder products for the treatment
of anemia associated with chemotherapy, radiotherapy, renal failure and aplastic
anemia. SuperGen's proprietary obesity pill, which has shown promise in early
preclinical and human studies for general obesity, is currently in Phase II
clinical trials. To date, the Company has received Orphan Drug Designations for
its aplastic anemia agent and for its obesity pill in the treatment of a genetic
disorder leading to chronic obesity. The Company has also received a grant from
the U.S. government for aplastic anemia clinical trials.

SuperGen was incorporated in March 1991 as a California corporation. The
Company currently intends to change its state of incorporation to Delaware.
SuperGen's executive offices are located at Two Annabel Lane, Suite 220, San
Ramon, California, and its telephone number at that address is (510) 327-0200.

3
<PAGE>
RISK FACTORS

IN EVALUATING THE COMPANY AND ITS BUSINESS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS IN ADDITION TO THE OTHER INFORMATION
CONTAINED ELSEWHERE HEREIN. BECAUSE ANY INVESTMENT IN THE COMPANY'S CAPITAL
STOCK INVOLVES A HIGH DEGREE OF RISK, ONLY INVESTORS WHO CAN ACCOMMODATE SUCH
RISKS, INCLUDING A COMPLETE LOSS OF THEIR INVESTMENT, SHOULD PURCHASE COMMON
STOCK THROUGH THE EXERCISE OF THE WARRANTS.

THE FOLLOWING DISCUSSION AND OTHER PARTS OF THIS PROSPECTUS CONTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THESE FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S
EXPECTATIONS OR BELIEFS CONCERNING FUTURE EVENTS AND INCLUDE STATEMENTS, AMONG
OTHERS, REGARDING THE TIMING AND PROGRESS OF THE DEVELOPMENT OF THE COMPANY'S
PROPOSED PRODUCTS, FILING AND RECEIVING REGULATORY APPROVALS, ACQUIRING
ADDITIONAL PRODUCTS AND TECHNOLOGIES, SOURCING OF BULK GENERICS AND THE
MANUFACTURING OF FINISHED PRODUCTS, ANTICIPATING THE MARKET OPPORTUNITIES FOR
ITS EXTRA-TM- AND PROPRIETARY PRODUCTS, MARKETING CURRENT AND PROPOSED PRODUCTS
TO HOSPITAL BUYING GROUPS AND OTHERS, DEVELOPING DISTRIBUTOR RELATIONSHIPS,
FORMING STRATEGIC MARKETING RELATIONSHIPS, INCURRING OPERATING LOSSES AND
REQUIRING ADDITIONAL CAPITAL, REDUCING INVENTORY LEVELS AND COSTS PER UNIT, AND
INCURRING CAPITAL EXPENDITURES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE FAILURE TO
RECEIVE APPROPRIATE REGULATORY APPROVALS OF MARKETING OR MANUFACTURING
ACTIVITIES ON A TIMELY BASIS, LACK OF MARKET ACCEPTANCE OF AND DEMAND FOR THE
COMPANY'S PRODUCTS, INTENSE PRICE OR PRODUCT COMPETITION, LACK OF AVAILABLE
SUPPLY OF BULK GENERICS, FAILURE TO SELL EXISTING INVENTORIES AT PRICES
SUFFICIENT TO COVER RELATED COSTS, FAILURE TO OBTAIN ADDITIONAL FINANCING AND
OTHER FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS PROSPECTUS.

HISTORY OF OPERATING LOSSES; FUTURE PROFITABILITY UNCERTAIN. Since its
inception in 1991 through June 30, 1997, the Company has incurred losses of
approximately $30.4 million (including non-cash charges of approximately $4.9
million for the acquisition of in-process research and development),
substantially all of which consisted of research and development and general and
administrative expenses. Although the Company acquired the right to distribute
four products in the third quarter of 1996 and an additional product in the
first quarter of 1997, sales of these products have been minimal to date, and
there can be no assurance that such sales will exceed the related product and
selling expenses due to the intense competition and potential for significant
selling price and gross margin erosion. The Company expects to continue to incur
substantial operating losses. The Company's ability to achieve a profitable
level of operations in the future will depend in large part on its completing
product development and obtaining regulatory approval of its proprietary
(including Extra-TM-) products and bringing several of these products to market.
The likelihood of the long-term success of the Company must be considered in
light of the expenses, difficulties and delays frequently encountered in the
development and commercialization of new pharmaceutical products and
competition, as well as the burdensome regulatory environment in which the
Company operates. There can be no assurance that the Company will ever achieve
significant revenues or profitable operations.

GENERIC AND EXTRA-TM- PHARMACEUTICAL PRODUCT DEVELOPMENT. The Company's
success is dependent upon the successful commercialization of its potential
generic and Extra-TM- products. However, there can be no assurance that
government approvals will be obtained or, if obtained, that the Company will
successfully commercialize its generic or Extra-TM- products. While the Company
has obtained bulk source approvals

4
<PAGE>
from the FDA for certain of its generic and Extra-TM- products, it has yet to
receive marketing approval for any of its internally developed products, and
there can be no assurance that any such marketing approval will be obtained. As
a result, there can be no assurance that any of the Company's potential generic
or Extra-TM- products will ever be brought to market. In the event any of the
Company's generic and Extra-TM- products are brought to market, such products
will face intense competition and the potential for significant price and gross
profit margin erosion.

A significant number of products currently in development by the Company
consist of generic products for which patent protection has expired. Both the
price at which the Company can expect to sell such products and the volume of
any such sales are expected to depend to a significant degree on the number of
competitors at any time. There can be no assurance that the prices or volumes
achieved by the Company for any such products will meet the Company's
expectations that formed the basis for its decision to proceed with development
or will justify production of such products.

EARLY STAGE OF DEVELOPMENT OF PROPRIETARY PRODUCTS; UNCERTAINTY OF FINAL
PRODUCT DEVELOPMENT. While the Company's proposed proprietary products are in
the development rather than the research stage, significant development remains
prior to the time any of these proposed products may be brought to market. The
Company believes that results obtained to date in its preclinical and pilot
clinical studies support further development of its potential proprietary
products, but are not necessarily indicative of results that will be obtained in
further testing, including controlled human clinical testing. All of the
potential proprietary products currently under development by the Company will
require extensive clinical testing prior to submission of any regulatory
application for commercial use. Such proposed proprietary products as well as
the Company's proposed generic and Extra-TM- products are subject to the risks
of failure inherent in the development of pharmaceutical products, including the
possibilities that some of the Company's potential products will be found to be
unsafe or ineffective or otherwise fail to receive necessary regulatory
clearances; that the products, if safe and effective, will be difficult to
manufacture on a large scale or uneconomical to market; that the proprietary
rights of third parties will preclude the Company from marketing such products;
or that third parties will market superior or equivalent products. As a result,
there can be no assurance that any of the Company's products will be
successfully developed, receive required governmental regulatory approvals,
become commercially viable or achieve market acceptance.

ADDITIONAL FINANCING REQUIREMENTS. The Company's need for additional
funding is expected to be substantial and will be determined by the progress and
cost of the development and commercialization of its products and other
activities. Based on the Company's current operating plan, additional funds will
be needed after approximately 18 months from the date of this Prospectus.
Moreover, if the Company experiences unanticipated cash requirements during the
interim period, the Company could require additional funds much sooner. The
source, availability and terms of such funding have not been determined.
Although funds may be received from the sale of equity securities or the
exercise of outstanding warrants and options to acquire common stock of the
Company, there is no assurance any such funding will occur. Failure to obtain
adequate financing in a timely manner would have a material adverse effect on
the Company's business, results of operations and cash flows.

NEED TO COMPLY WITH GOVERNMENTAL REGULATION AND TO OBTAIN PRODUCT
APPROVALS. The research, testing, manufacture, labeling, distribution,
marketing and advertising of products such as the Company's existing and
proposed products and its ongoing research and development activities are
subject to extensive regulation by governmental regulatory authorities in the
U.S. and other countries. The FDA and comparable agencies in foreign countries
impose substantial requirements on the introduction of new pharmaceutical
products through lengthy and detailed clinical testing procedures, sampling
activities and other costly and time consuming compliance procedures. The
Company's generic drugs require approval of the bulk source of the drug and FDA
approval of the final formulation. The Company's proposed Extra-TM- drugs
require the approvals required for a generic drug but will further require
additional preclinical and

5
<PAGE>
clinical testing relating to the proposed new formulation of the Extra-TM- drug.
The Company's proprietary nongeneric drugs require substantial clinical trials
and FDA review as new drugs. The Company cannot predict with certainty when it
might submit many of its proprietary nongeneric products currently under
development for regulatory review. Once the Company submits its potential
products for review, there can be no assurance that FDA or other regulatory
approvals for any pharmaceutical products developed by the Company will be
granted on a timely basis or at all. A delay in obtaining or failure to obtain
such approvals would have a material adverse effect on the Company's business,
results of operations and cash flows. Failure to comply with regulatory
requirements could subject the Company to regulatory or judicial enforcement
actions, including, but not limited to, product recalls or seizures,
injunctions, civil penalties, criminal prosecution, refusals to approve new
products and withdrawal of existing approvals, as well as potentially enhanced
product liability exposure. Sales of the Company's products outside the U.S.
will be subject to regulatory requirements governing clinical trials and
marketing approval. These requirements vary widely from country to country and
could delay introduction of the Company's products in those countries.

COMPETITION. There are many companies, both public and private, including
well-known pharmaceutical companies, that are engaged in the development and
sale of products for certain of the applications being pursued by the Company.
The Company's competitors include Amgen Inc. ("Amgen"), Chiron Corp. ("Chiron"),
Gensia, Inc. ("Gensia"), Bristol-Myers Squibb Company ("Bristol-Myers Squibb")
and Immunex Corp. ("Immunex"), among others. Most of these companies have
substantially greater financial, research and development, manufacturing and
marketing experience and resources than the Company does and represent
substantial long-term competition for the Company. Such companies may succeed in
developing pharmaceutical products that are more effective or less costly than
any that may be developed or marketed by the Company.

Factors affecting competition in the pharmaceutical industry vary depending
on the extent to which the competitor is able to achieve a competitive advantage
based on proprietary technology. If the Company is able to establish and
maintain a significant proprietary position with respect to its proprietary
products, competition will likely depend primarily on the effectiveness of the
product and the number, gravity and severity of its unwanted side effects as
compared to alternative products. Competition with respect to generic products
is based primarily on price and, to a lesser extent, on name recognition and the
reputation of the manufacturer in its target markets. Moreover, the number of
competitors offering a particular generic product can dramatically affect price
and gross margin for that product. The Company may be at a disadvantage in
competing with more established companies on the basis of price or market
reputation. In addition, increased competition in a particular generic market
would likely lead to significant price erosion which would have a negative
effect on the Company's potential gross profit margins. For example, the Company
believes that the total estimated U.S. sales for Mitomycin and Etoposide, as
well as other of the Company's proposed generic products, have decreased
significantly in recent months due to increased competition and that sales for
these generics may continue to decrease in the future as a result of competitive
factors, including the introduction of additional generics as well as other
cancer drugs, new formulations for these drugs and the use of different
therapies.

The industry in which the Company competes is characterized by extensive
research and development efforts and rapid technological progress. Although the
Company believes that its proprietary position may give it a competitive
advantage with respect to its proposed non-generic drugs, new developments are
expected to continue and there can be no assurance that discoveries by others
will not render the Company's current and potential products noncompetitive. The
Company's competitive position also depends on its ability to attract and retain
qualified scientific and other personnel, develop effective proprietary
products, implement development and marketing plans, obtain patent protection
and secure adequate capital resources.

PATENTS AND PROPRIETARY TECHNOLOGY. The Company actively pursues a policy
of seeking patent protection for its proprietary products and technologies. The
Company has licenses to or assignments of

6
<PAGE>
numerous issued U.S. patents. However, there can be no assurance that the
Company's patent position will provide it with significant protection against
competitors. Litigation could be necessary to protect the Company's patent
position, and there can be no assurance that the Company will have the required
resources to pursue such litigation or otherwise to protect its patent rights.
In addition to pursuing patent protection in appropriate cases, the Company also
relies on trade secret protection for its unpatented proprietary technology.
However, trade secrets are difficult to protect. There can be no assurance that
others will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to the Company's trade
secrets, that such trade secrets will not be disclosed or that the Company can
effectively protect its rights to unpatented trade secrets.

The Company's rights to its potential proprietary products are dependent
upon compliance with certain licenses and agreements which require, among other
things, certain royalty and other payments, the Company reasonably exploiting
the underlying technology of the applicable patents, as well as compliance with
certain regulatory filings. Failure to comply with such licenses and agreements
could result in loss of the Company's underlying rights to one or more of these
potential products, which would have a material adverse effect on the Company's
business, results of operations and cash flows.

There can be no assurance that claims against the Company will not be raised
in the future based on patents held by others or that, if raised, such claims
will not be successful. Such other persons could bring legal actions against the
Company claiming damages and seeking to enjoin clinical testing, manufacturing
and marketing of the affected product. If any actions are successful, in
addition to any potential liability for damages, the Company could be required
to obtain a license in order to continue to manufacture or market the affected
product. There can be no assurance that the Company would prevail in any such
action or that any license required under any such patent would be made
available on acceptable terms, if at all. There has been, and the Company
believes that there will continue to be, significant litigation in the
pharmaceutical industry regarding patent and other intellectual property rights.
If the Company becomes involved in any litigation, it could consume a
substantial portion of the Company's resources regardless of the outcome of such
litigation.

LIMITED SUPPLY; MANUFACTURING LIMITATIONS. The Company currently has a
limited supply of the products it is marketing. While the Company is seeking to
enter into manufacturing agreements to provide adequate supplies to meet market
demand, there is no assurance that the Company will be able to replenish its
supplies on a timely basis. Failure to obtain or retain third party
manufacturing capability or obtain necessary FDA approvals would have a material
adverse effect on the Company's revenues, results of operations and cash flows.

The Company currently relies on foreign manufacturers for the production of
certain of its bulk generics and Extra-TM- formulations and on domestic
manufacturers to supply sufficient quantities of compounds to conduct clinical
trials on its proposed proprietary products. If the Company is unable to
contract for or obtain a sufficient supply of its potential pharmaceutical
products on acceptable terms, or such supplies are delayed or contaminated,
there could be significant delays in bringing the Company's proposed generic and
Extra-TM- products to market, as well as delays in the Company's preclinical and
human clinical testing schedule, and delays in submission of products for
regulatory approval and initiation of new development programs, any of which
could have a material adverse effect on the Company's business, results of
operations and cash flows. If the Company should encounter delays or
difficulties in establishing relationships with manufacturers to produce,
package and distribute its finished pharmaceutical products, market introduction
and subsequent sales of such products would be adversely affected. Moreover,
contract manufacturers that the Company may use must adhere to current Good
Manufacturing Practices ("cGMP") regulations enforced by the FDA through its
facilities inspection program. These facilities must pass a pre-approval plant
inspection before the FDA will issue a pre-market approval of the products. If
the Company is unable to obtain or retain third party manufacturing on
commercially acceptable terms or obtain necessary FDA approvals to manufacture
the products currently being sold, it may not be able to commercialize
pharmaceutical products as planned. The Company's dependence upon

7
<PAGE>
third parties for the manufacture of pharmaceutical products may adversely
affect the Company's profit margins and its ability to develop and deliver
pharmaceutical products on a timely and competitive basis.

The Company does not currently intend to manufacture any pharmaceutical
products itself, although it may choose to do so in the future. The Company has
no experience in the manufacture of pharmaceutical products in clinical
quantities or for commercial purposes. Should the Company determine to
manufacture products itself, the Company would be subject to the regulatory
requirements described above, would be subject to similar risks regarding delays
or difficulties encountered in manufacturing any such pharmaceutical products
and would require substantial additional capital. In addition, there can be no
assurance that the Company would be able to manufacture any such products
successfully and in a cost-effective manner.

LIMITED EXPERIENCE. The Company has only limited experience in procuring
products in commercial quantities, selling pharmaceutical products and
negotiating, setting up or maintaining strategic relationships and conducting
clinical trials and other late stage phases of the regulatory approval process.
There can be no assurance that the Company will successfully engage in any of
these activities. In addition, with respect to certain of the Company's proposed
products, such as the Company's obesity pill, the Company may seek to enter into
joint venture, sublicense or other marketing arrangements with another party
that has an established marketing capability. There can be no assurance that the
Company will be able to enter into any such marketing arrangements with third
parties, or that such marketing arrangements would be successful. In addition,
the Company has no current joint venture, strategic partnering or other similar
agreements with more established pharmaceutical companies, and there can be no
assurance that the Company could negotiate any such arrangements, on an
acceptable basis or at all, if it chose to do so. Accordingly, the viability of
the Company's proposed products has not been independently evaluated by any
independent pharmaceutical company.

DEPENDENCE ON KEY PERSONNEL. The Company's success is dependent on certain
key management and scientific personnel, including Dr. Joseph Rubinfeld, the
loss of whose services could significantly delay the achievement of the
Company's planned development objectives. The Company currently maintains a key
man life insurance policy in the amount of $2.1 million on Dr. Rubinfeld.
Competition for qualified personnel among pharmaceutical companies is intense,
and the loss of key personnel, or the inability to attract and retain the
additional, highly skilled personnel required for the expansion of the Company's
activities could have a material adverse effect on the Company's business,
results of operations and cash flows.

HEALTH CARE REFORM AND POTENTIAL LIMITATIONS ON THIRD-PARTY REIMBURSEMENT
RELATED MATTERS. The levels of revenues and profitability of pharmaceutical
companies may be affected by the continuing efforts of governmental and
third-party payors to contain or reduce the costs of health care through various
means. The Company cannot predict the effect health care reforms may have on its
business, and there can be no assurance that any such reforms will not have a
material adverse effect on the Company. In addition, in both the U.S. and
elsewhere, sales of prescription pharmaceuticals are dependent in part on the
availability of reimbursement to the consumer from third-party payors, such as
government and private insurance plans. Third-party payors are increasingly
challenging the prices charged for medical products and services. There can be
no assurance that the Company's current and proposed products will be considered
cost effective and that reimbursement to the consumer will be available or will
be sufficient to allow the Company to sell its products on a competitive basis.

RISK OF PRODUCT LIABILITY. Clinical trials or marketing of any of the
Company's current and potential pharmaceutical products may expose the Company
to liability claims from the use of such pharmaceutical products. The Company
currently carries product liability insurance; however, there can be no
assurance that the Company will be able to maintain insurance on acceptable
terms for its clinical and commercial activities or that such insurance would be
sufficient to cover any potential product liability claim or recall. Failure to
have sufficient insurance coverage could have a material adverse effect on the
Company's business, results of operations and cash flows.

8
<PAGE>
HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS. The Company is subject to
federal, state and local laws and regulations governing the use, manufacture,
storage, handling and disposal of hazardous materials and certain waste
products. The Company currently maintains a supply of several hazardous
materials at the Company's facilities. While the Company outsources its research
and development programs involving the controlled use of biohazardous materials,
if in the future the Company conducts such programs itself, there can be no
assurance that the Company would not be required to incur significant cost to
comply with environmental laws and regulations. In the event of an accident, the
Company could be held liable for any damages that result, and such liability
could exceed the resources of the Company.

ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER PROVISIONS. Certain provisions of
the Company's Articles of Incorporation and Bylaws could discourage potential
acquisition proposals, could delay or prevent a change in control of the Company
and could make removal of management more difficult. Such provisions could
diminish the opportunities for a shareholder to participate in tender offers,
including tender offers that are priced above the then-current market value of
the Common Stock. The provisions may also inhibit increases in the market price
of the Common Stock and Warrants that could result from takeover attempts. For
example, the Board of Directors of the Company, without further shareholder
approval, may issue up to 2,000,000 shares of Preferred Stock, in one or more
series, with such terms as the Board of Directors may determine, including
rights such as voting, dividend and conversion rights which could adversely
affect the voting power and other rights of the holders of Common Stock.
Preferred Stock thus may be issued quickly with terms calculated to delay or
prevent a change in control of the Company or make removal of management more
difficult. Additionally, the issuance of Preferred Stock may have the effect of
decreasing the market price of the Common Stock. The Company's Articles of
Incorporation and Bylaws also provide that shareholder action can be taken only
at an annual or special meeting of shareholders and may not be taken by written
consent. The Company intends to reincorporate in Delaware (the "Proposed
Reincorporation"). See "Description of Securities--Delaware Reincorporation."
The Proposed Reincorporation will be effected through the merger of the existing
California corporation ("SuperGen California"), into a new Delaware corporation
("SuperGen Delaware"), a wholly-owned subsidiary of the Company, with SuperGen
Delaware as the surviving corporation. As discussed more fully elsewhere in this
Prospectus, upon completion of the Proposed Reincorporation, SuperGen California
will cease to exist and SuperGen Delaware will continue to operate the business
of the Company under the name SuperGen, Inc. and will have the same capital
structure. The Board of Directors of SuperGen Delaware will also have the
ability to issue up to 2,000,000 shares of preferred stock of SuperGen Delaware
("Delaware Preferred Stock") with such terms as the Board of Directors may
determine and SuperGen Delaware's Certificate of Incorporation and Bylaws will
also eliminate stockholder action by written consent. In addition, upon
completion of the Proposed Reincorporation, Section 203 of the Delaware General
Corporation Law, which could have the effect of delaying, deferring or
preventing a change of control, would apply. See "Description of Capital Stock."

CONTROL BY EXISTING SHAREHOLDERS. The Company's officers, directors and
five-percent shareholders and their affiliates beneficially own approximately
58% of the Company's outstanding shares of Common Stock. Accordingly, these
shareholders, if they were to act as a group, may be able to elect all of the
Company's directors, and otherwise control matters requiring approval by the
shareholders of the Company, including approval of significant corporate
transactions. Such concentration of ownership and the lack of cumulative voting
may also have the effect of delaying or preventing a change in control of the
Company.

POSSIBLE VOLATILITY OF COMMON STOCK PRICE. The trading prices of the
Company's Common Stock and Warrants are subject to significant fluctuations in
response to such factors as, among others, variations in the Company's
anticipated or actual results of operations, announcements of new products or
technological innovations by the Company or its competitors and changes in
earnings estimates by analysts. Moreover, the stock market has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market prices for emerging growth companies and which have often

9
<PAGE>
been unrelated to the operating performance of such companies. These broad
market fluctuations may adversely affect the market price of the Company's
Common Stock and Warrants. In the past, following periods of volatility in the
market price of a company's common stock, securities class action litigations
have occurred against the issuing company. There can be no assurance that such
litigation will not occur in the future with respect to the Company. Such
litigation could result in substantial costs and a diversion of management's
attention and resources, which could have a material adverse effect on the
Company's business, results of operations and cash flows. Any adverse
determination in such litigation could also subject the Company to significant
liabilities.

CONTINGENT ISSUANCE OF ADDITIONAL SHARES. The Company has outstanding the
Warrants, the Representative's Warrant and the Warrants underlying the
Representative's Warrant which, if exercised, would result in the issuance of
4,683,802 shares of Common Stock. The price which the Company may receive for
the Common Stock issued upon exercise of such warrants may be less than the
market price of the Common Stock at the time of such exercise. For the life of
such warrants the holders are given the opportunity to profit from a rise in the
market price for the Common Stock. So long as such warrants are not exercised,
the terms under which the Company could obtain additional equity may be
adversely affected. Moreover, the holders of such warrants might be expected to
exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital by a new offering of its securities on terms more
favorable than those provided for by such warrants. In addition, should all or
substantially all of these warrants be exercised, the resulting increase in the
amount of the Company's Common Stock in the trading market may adversely affect
the market price of the Common Stock.

REDEMPTION OF WARRANTS. The Warrants are subject to redemption at $0.25 per
Warrant on 30 days written notice provided that the closing bid price of the
Common Stock for the 20 consecutive trading days immediately preceding the date
of the notice of redemption exceeds $18.00. In the event the Company exercises
the right to redeem the Warrants, a holder would be forced either to exercise
the Warrant or accept the redemption price. See "Description of
Securities--Warrants."

CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE THE
WARRANTS. Holders of Warrants and the Representative's Warrant will be able to
exercise such warrants only if a current prospectus relating to the Common Stock
underlying such warrants is then in effect, and only if such Common Stock is
qualified for sale or exempt from qualification under applicable state
securities law of the state in which such holders of such Warrants reside.

The Warrants are separately transferable. Although the Units were not
knowingly sold to purchasers in jurisdictions in which the Units are not
registered or otherwise qualified for sale, purchasers may buy Warrants in the
after market in, or may move to, jurisdictions in which the shares underlying
the Warrants are not so registered or qualified during the period that the
Warrants are exercisable. In this event, the Company would be unable to issue
shares to those persons desiring to exercise their Warrants, and holders of
Warrants would have no choice but to attempt to sell the Warrants in a
jurisdiction where such sale is permissible or allow them to expire unexercised.
See "Description of Securities--Warrants."

USE OF PROCEEDS

In the event that all Warrants are exercised, of which there is no
assurance, the Company could realize up to $40,559,268(1), before deducting the
estimated expenses related to this Prospectus. Such proceeds will be considered
uncommitted funds and may be used by the Company as working capital and general
corporate purposes, including research and development and marketing and sales
for products the Company is currently marketing and products which the Company
may develop.

- ------------------------

(1) After deducting $184,500 received by the Company from 20,500 Warrants
exercised prior to September 29, 1997 and $144,000 of proceeds received by
the Company upon the partial exercise of the Representative's Warrant for
20,000 Units prior to September 29, 1997.

10
<PAGE>
The Company believes that the existing cash and cash equivalents will
satisfy its budgeted cash requirements for the 18 months from the date of this
Prospectus, based upon the Company's current operating plan. The Company's
current operating plan shows that at the end of such 18 month period, the
Company will require substantial additional capital. See "Risk
Factors--Additional Financing Requirements."

DIVIDEND POLICY

The Company has not declared or paid cash dividends on its Common Stock. The
Company currently intends to retain all future earnings to fund the operation of
its business and, therefore, does not anticipate paying dividends in the
foreseeable future. Future cash dividends, if any, will be determined by the
Board of Directors.

PLAN OF DISTRIBUTION

The Warrants and the Common Stock issuable upon exercise of the Warrants may
be sold from time to time by the holders thereof or by pledgees, donees,
transferees or other successors in interest. Such sales may be made in any one
or more transactions (which may involve block transactions) on The Nasdaq Stock
Market, or any exchange on which the Warrants and the Common Stock may then be
listed, in the over-the-counter market or otherwise in negotiated transactions
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The holders of the Warrants and the Common Stock that is
issuable upon exercise of the Warrants may effect such transactions by selling
Warrants or shares to or through broker-dealers, and such broker-dealers may
sell the Warrants and the Common Stock issuable upon exercise of the Warrants as
agent or may purchase such Warrants or shares of Common Stock as principal and
resell them for their own account pursuant to this Prospectus. Such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the holders and/or purchasers the Warrants and
the Common Stock that is issuable upon exercise of the Warrants, for whom they
may act as agent (which compensation may be in excess of customary commissions).
In connection with such sales, the holders and any participating brokers or
dealers may be deemed to be "underwriters" as defined in the Securities Act.

From time to time, the Company intends to retain brokers and agents to
solicit the holders of Warrants to exercise their Warrants. The Company intends
to pay such brokers and agents a solicitation fee equal to $.25 per share of
Common Stock issued upon exercise of Warrants by holders solicited by such
brokers and agents. In addition, the Company has agreed that if it elects to
redeem the Warrants, it will retain the Representative as the Company's
solicitation agent ("Warrant Solicitation Agent"). The Company has agreed to pay
the Warrant Solicitation Agent for its services a solicitation fee equal to 2%
of the total amount paid by the holders of the Warrants whom the Warrant
Solicitation Agent solicited to exercise the Warrants. Any exercise will be
presumed to be unsolicited unless the customer states in writing that the
transaction was solicited by a broker or agent or the Warrant Solicitation
Agent, as the case may be, and designates in writing the registered
representative as the broker or agent or Warrant Solicitation Agent, as the case
may be, entitled to receive compensation for the exercise. The fee is not
payable for the exercise of any Warrant held by a broker or agent or the Warrant
Solicitation Agent, as the case may be, in a discretionary account at the time
of exercise, unless a broker or agent or the Warrant Solicitation Agent, as the
case may be, receives from the customer prior specific written approval of such
exercise.

11
<PAGE>
DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 40,000,000 shares of
Common Stock and 2,000,000 shares of Preferred Stock.

DELAWARE REINCORPORATION

The Company intends to change the state of incorporation of the Company from
California to Delaware. The Proposed Reincorporation will be effected by merging
SuperGen California into SuperGen Delaware (the "Merger"). Upon completion of
the Merger, SuperGen California will cease to exist and SuperGen Delaware will
continue to operate the business of the Company under the name SuperGen, Inc.
Pursuant to the Agreement and Plan of Merger between SuperGen California and
SuperGen Delaware (the "Merger Agreement"), each outstanding share of Common
Stock will automatically be converted into one share of SuperGen Delaware Common
Stock, $0.001 par value ("Delaware Common Stock"). The authorized capital stock
of SuperGen Delaware will consist of 40,000,000 shares of Delaware Common Stock
and 2,000,000 shares of preferred stock of SuperGen Delaware ("Delaware
Preferred Stock"). Unless otherwise noted, and qualified by reference to the
detailed provisions of the Merger Agreement, the Certificate of Incorporation
and Bylaws of SuperGen Delaware and the Delaware General Corporation Law, the
Delaware Common Stock and the Delaware Preferred Stock shall have substantially
similar rights as the Common Stock and Preferred Stock, and the description of
the Common Stock and Preferred Stock set forth below will be applicable to the
Delaware Common Stock and the Delaware Preferred Stock.

Upon the date on which the Merger is effective (the "Effective Date"), each
outstanding and unexercised Warrant and the Representative's Warrant will become
a warrant to purchase the same number of shares of Delaware Common Stock on the
same terms and conditions and at the same exercise price applicable to any such
Warrant and Representative's Warrant at the Effective Date. The description of
the warrants set forth below will be applicable after the Effective Date.

The Reincorporation Proposal has been unanimously approved by SuperGen
California's Board of Directors and has been approved by the shareholders. It is
anticipated that the Effective Date of the Merger will be as soon as reasonably
practicable. However, pursuant to the Merger Agreement, the Merger may be
abandoned or the Merger Agreement may be amended by the Board of Directors
(except that certain principal terms may not be amended without shareholder
approval) either before or after shareholder approval has been obtained and
prior to the Effective Date of the Proposed Reincorporation if, in the opinion
of the Board of Directors of either company, circumstances arise that make it
inadvisable to proceed.

COMMON STOCK

The Company's authorized common stock consists of 40,000,000 shares of
Common Stock. As of September 29, 1997, there were issued and outstanding
18,614,156 shares of Common Stock of the Company. The holders of Common Stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of shareholders. Subject to preferences that may be applicable to
outstanding shares of Preferred Stock, if any, the holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Company's
Board of Directors out of funds legally available therefor. Holders of Common
Stock have no preemptive, subscription or redemption rights, and there are no
redemption, conversion or similar rights with respect to such shares. The
outstanding shares of Common Stock are fully paid and nonassessable.

The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the shareholders. Under the Company's current
Bylaws, cumulative voting is not required or permitted at such time as (i) the
Company's shares of Common Stock are listed on the Nasdaq National Market and
the Company has at least 800 holders of its equity securities as of the record
date of the Company's most

12
<PAGE>
recent annual meeting of shareholders or (ii) the Company's shares of Common
Stock are listed on the New York Stock Exchange or the American Stock Exchange
(a "Listed Corporation"). Currently, the Company is a Listed Corporation. Under
Delaware law, cumulative voting in the election of directors is not mandatory,
but is a permitted option. SuperGen Delaware's Certificate of Incorporation does
not provide for cumulative voting rights.

PREFERRED STOCK

The Company is authorized to issue up to 2,000,000 shares of undesignated
Preferred Stock. The Board of Directors has the authority to issue the
undesignated Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued shares of undesignated Preferred Stock, as well as to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the shareholders. The Board of Directors, without
shareholder approval, may issue Preferred Stock with voting and conversion
rights which could materially adversely affect the voting power of the holders
of Common Stock. The issuance of Preferred Stock could also decrease the amount
of earnings and assets available for distribution to holders of Common Stock. In
addition, the issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company. At present, the
Company has no plans to issue any shares of Preferred Stock. See "Risk
Factors--Anti-Takeover Effects of Certain Charter Provisions."

WARRANTS

REPRESENTATIVE'S WARRANT

The Company has issued the Representative's Warrant and has reserved 680,000
shares of Common Stock for issuance upon exercise of the outstanding portion of
such warrant (including the Warrants issuable upon exercise of the
Representative's Warrant). The Representative's Warrant will entitle the holder
to acquire 330,000 Units at an exercise price of $7.20 per Unit. The
Representative's Warrant will be exercisable at any time until March 13, 2001.

THE WARRANTS

Each Warrant entitles the holder to purchase one share of Common Stock at a
price of $9.00 per share. The Warrants, subject to certain conditions, are
exercisable at any time until March 13, 2001, unless earlier redeemed. The
Warrants are redeemable by the Company, at $.25 per Warrant, upon thirty (30)
days written notice, if the closing bid price (as defined in the Warrant
Agreement described below) per share of the Common Stock for the twenty (20)
consecutive trading days immediately preceding the date notice of redemption is
given exceeds $18.00. If the Company gives notice of its intention to redeem, a
holder would be forced either to exercise his or her Warrant before the date
specified in the redemption notice or accept the redemption price.

The Warrants were issued in registered form under a Warrant Agreement (the
"Warrant Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C. (formerly First Interstate Bank of California), as warrant agent (the
"Warrant Agent"). The shares of Common Stock underlying the Warrants, when
issued upon exercise of a Warrant, will be fully paid and nonassessable, and the
Company will pay any transfer tax incurred as a result of the issuance of Common
Stock to the holder upon its exercise.

The Warrants and the Representative's Warrant contain provisions that
protect the holders against dilution by adjustment of the exercise price. Such
adjustments will occur in the event, among others, that the Company makes
certain distributions to holders of its Common Stock. The Company is not
required to issue fractional shares upon the exercise of a Warrant or
Representative's Warrant. The holder of a Warrant or Representative's Warrant
will not possess any rights as a shareholder of the Company until such holder
exercises the Warrant or Representative's Warrant.

13
<PAGE>
A Warrant may be exercised upon surrender of the Warrant Certificate on or
before the expiration date of the Warrant at the offices of the Warrant Agent,
with the form of "Election To Purchase" on the reverse side of the Warrant
Certificate completed and executed as indicated, accompanied by payment of the
exercise price (by certified or bank check payable to the order of the Company)
for the number of shares with respect to which the Warrant is being exercised.

For a holder to exercise the Warrants, there must be a current registration
statement in effect with the Commission and qualification in effect under
applicable state securities laws (or applicable exemptions from state
qualification requirements) with respect to the issuance of shares or other
securities underlying the Warrants. The Company has agreed to use all
commercially reasonable efforts to cause a registration statement with respect
to such securities under the Securities Act to be filed and to become and remain
effective in anticipation of and prior to the exercise of the Warrants and to
take such other actions under the laws of various states as may be required to
cause the sale of Common Stock (or other securities) upon exercise of Warrants
to be lawful. If a current registration statement is not in effect at the time a
Warrant is exercised, the Company may at its option redeem the Warrant by paying
to the holder cash equal to the difference between the market price of the
Common Stock on the exercise date and the exercise price of the Warrant. The
Company will not be required to honor the exercise of Warrants if, in the
opinion of the Company's Board of Directors upon advice of counsel, the sale of
securities upon exercise would be unlawful.

The foregoing discussion of certain terms and provisions of the Warrants and
Representative's Warrant is qualified in its entirety by reference to the
detailed provisions of the Warrant Agreement and Representative's Warrant
Certificate, the form of each of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.

For the life of the Warrants and Representative's Warrant, the holders
thereof have the opportunity to profit from a rise in the market price of the
Common Stock without assuming the risk of ownership of the shares of Common
Stock issuable upon the exercise of the warrants. The warrant holders may be
expected to exercise their warrants at a time when the Company would, in all
likelihood, be able to obtain any needed capital by an offering of Common Stock
on terms more favorable than those provided for by the warrants. Further, the
terms on which the Company could obtain additional capital during the life of
the Warrants may be adversely affected. See "Risk Factors--Additional Financing
Requirements."

OTHER WARRANTS

The Company has outstanding warrants to acquire up to 179,736 shares of
Common Stock to various purchasers at an exercise price of $5.00 per share of
Common Stock subject to the warrant. The warrants expire at varying dates
through February 2001. The Company may redeem the warrants, at any time upon at
least thirty (30) days prior written notice by the Company to the purchasers, at
a price of $.25 per share of Common Stock subject to the warrant, provided that
the average closing price of the Company's Common Stock for the 10 consecutive
trading days immediately preceding the date notice of redemption is given equals
or exceeds $10.00 per share.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion sets forth certain federal income tax consequences,
under current law, relating to the exercise of the Representative's Warrant and
the Warrants. The discussion is a summary and does not purport to deal with all
aspects of federal taxation that may be applicable to an investor, nor does it
consider specific facts and circumstances that may be relevant to a particular
investor's tax position. Certain holders (such as dealers in securities,
insurance companies, tax exempt organizations, foreign persons and those holding
Common Stock or Warrants as part of a straddle or hedge transaction) may be
subject to special rules that are not addressed in this discussion. This
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended, and on administrative and judicial

14
<PAGE>
interpretations as of the date hereof, all of which are subject to change. ALL
INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THIS OFFERING, INCLUDING THE APPLICABILITY OF FEDERAL,
STATE, LOCAL AND FOREIGN TAX LAWS.

ALLOCATION OF PURCHASE PRICE

Each Unit as a whole had a tax basis equal to the cost of the Unit. The
measure of income or loss from certain transactions described below depends upon
the tax basis in each of the Warrants and the Common Stock comprising the Unit.
The tax basis for each of the Warrants and the Common Stock was determined by
allocating the cost of the Unit among the securities which comprised the
component parts of the Unit in proportion to the relative fair market values of
those elements at the time of acquisition.

EXERCISE AND SALE OF WARRANTS

No gain or loss will be recognized by a holder of a Warrant on the purchase
of shares of Common Stock for cash pursuant to an exercise of a Warrant (except
that gain will be recognized to the extent cash is received in lieu of
fractional shares). The tax basis of Common Stock received upon exercise of a
Warrant will equal the sum of the holder's tax basis for the exercised Warrant
and the exercise price. The holding period of the Common Stock acquired upon the
exercise of the Warrant will begin on the date the Warrant is exercised and the
Common Stock is purchased (i.e., it does not include the period during which the
Warrant was held).

Gain or loss from the sale or other disposition of a Warrant (or loss in the
event the Warrant expires unexercised as discussed below) will be capital gain
or loss to its holder if the Common Stock to which the Warrant relates would
have been a capital asset in the hands of such holder. Such capital gain or loss
will be long-term capital gain or loss if the holder has held the Warrant for
more than one year at the time of the sale, disposition or lapse. On August 5,
1997, legislation was enacted which reduces to 20%, in the case of an
individual, the rate of tax on long-term capital gains on property held for more
than 18 months. Gain on capital assets held between 12 months and 18 months is
subject to tax at a maximum rate of 28%.

SALE OF COMMON STOCK

The sale of Common Stock should generally result in the recognition of gain
or loss to the holder thereof in an amount equal to the difference between the
amount realized and such holder's tax basis in the Common Stock. If the Common
Stock constitutes a capital asset in the hands of the holder, gain or loss upon
the sale of the Common Stock will be characterized as long-term or short-term
capital gain or loss, depending on whether the Common Stock has been held for
more than one year. The rate of tax is reduced to 20%, in the case of an
individual, on property held as a capital asset for more than 18 months. Gain on
capital assets held between 12 months and 18 months is subject to tax at a
maximum rate of 28%.

EXPIRATION OF WARRANTS WITHOUT EXERCISE

If a holder of a Warrant allows it to expire without exercise, the
expiration will be treated as a sale or exchange of the Warrant on the
expiration date. The holder will have a taxable loss equal to the amount of such
holder's tax basis in the lapsed Warrant. If the Warrant constitutes a capital
asset in the hands of the holder, such taxable loss will be characterized as
long-term or short-term capital loss depending upon whether the Warrant was held
for more than one year.

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS

Certain provisions of law, and the Company's current Articles of
Incorporation and Bylaws, could make more difficult the acquisition of the
Company by means of a tender offer, a proxy contest or otherwise and the removal
of incumbent officers and directors. These provisions include: (i) authorization

15
<PAGE>
of the issuance of up to 2,000,000 shares of Preferred Stock, with such
characteristics, and potential effects on the acquisition of the Company, as are
described in "Preferred Stock" above; (ii) elimination of cumulative voting; and
(iii) elimination of shareholder action by written consent. The Certificate of
Incorporation and Bylaws of SuperGen Delaware will have similar provisions. The
Bylaws of SuperGen Delaware establish procedures, including advance notice
procedures, with regard to nomination, other than by or at the direction of the
Board of Directors, of candidates for election as directors or for stockholder
proposals to be submitted at stockholder meetings. SuperGen Delaware would also
be subject to Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 of the Delaware General Corporation
Law prevents a person owning 15% or more of a corporation's outstanding voting
stock ("Interested Stockholder") from engaging in a "business combination" (as
defined in the Delaware General Corporation Law) with a Delaware corporation for
three years following the date such person become an Interested Stockholder,
subject to certain exceptions such as the approval of the board of directors and
of the holders of at least two-thirds of the outstanding shares of voting stock
not owned by the interested stockholder. These provisions are expected to
discourage certain types of coercive takeover practices and inadequate takeover
bids and to encourage persons seeking to acquire control of the Company to
negotiate first with the Company. The Company believes that the benefits of
increased protection of the Company's potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure the
Company outweigh the disadvantages of discouraging such proposals because, among
other things, negotiation of such proposals could result in an improvement of
their terms. See "Risk Factors--Anti-Takeover Effects of Certain Charter
Provisions."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's securities is ChaseMellon
Shareholder Services, L.L.C.

16
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has adopted provisions in its current Articles of Incorporation
which (i) eliminate the personal liability of its directors to the Company for
monetary damages to the fullest extent permissible under California law; and
(ii) authorize the Company to indemnify its directors and officers to the
fullest extent permitted by law. Such limitation of liability does not affect
the availability of equitable remedies, such as injunctive relief or rescission.
In addition, the Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by the California
Corporations Code. SuperGen Delaware's Certificate of Incorporation would also
include a provision eliminating to the fullest extent permitted by Delaware law,
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director. In addition, the Bylaws of SuperGen Delaware will
provide that SuperGen Delaware will be required to indemnify its officers and
directors to the maximum extent and in the manner permitted by the Delaware
General Corporation Law.

The Company has entered into separate indemnification agreements with each
its officers, directors and key employees that contain provisions which are in
some respects broader than the specific indemnification provisions contained in
the California Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors of officers (other than liabilities arising from willful misconduct of
a culpable nature), to advance their expenses incurred as a result of any
proceeding against them, as to which they could be indemnified, and to obtain
director's and officer's insurance, if available on reasonable terms. Upon
completion of the Proposed Reincorporation, SuperGen Delaware will assume the
existing indemnification agreements and such indemnification agreements will be
amended to the extent necessary to conform the agreements to Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

At present, the Company is not aware of any pending litigation involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.

LEGAL MATTERS

The validity of the issuance of Common Stock upon exercise of the
Representative's Warrant, the Warrants issuable upon exercise of the
Representative's Warrant and the outstanding Warrants will be passed upon for
the Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California.

EXPERTS

The consolidated financial statements and schedule of SuperGen, Inc.
included in SuperGen, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, COMMON STOCK OR WARRANTS IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. SUBJECT TO ANY DUTIES AND OBLIGATIONS UNDER APPLICABLE SECURITIES
LAWS TO UPDATE INFORMATION CONTAINED HEREIN OR INCORPORATED BY REFERENCE HEREIN,
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Additional Information.................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 10
Dividend Policy........................................................... 11
Plan of Distribution...................................................... 11
Description of Securities................................................. 12
Indemnification........................................................... 17
Legal Matters............................................................. 17
Experts................................................................... 17
</TABLE>

4,724,302 SHARES

[LOGO]

COMMON STOCK

---------------------

PROSPECTUS

---------------------

OCTOBER 6, 1997

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, payable by the
Company in connection with this update of the Prospectus dated March 13, 1996
and the estimated expenses of periodic updates of this Prospectus. All amounts
are estimates except the SEC registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
Legal fees and expenses.................................................... $ 5,000
Accounting fees and expenses............................................... 5,000
Transfer Agent and Registrar fees.......................................... 5,000
-------
Total...................................................................... $ 15,000
-------
-------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code and Section 145 of the
Delaware General Corporation's Law authorizes a corporation to indemnify its
directors, officers, employees or other agents in terms sufficiently broad to
permit indemnification (including reimbursement for expenses incurred) under
certain circumstances for liabilities arising under the Securities Act. The
Company's current Amended and Restated Articles of Incorporation (Exhibit 3.1
hereto), and Bylaws, as amended (Exhibit 3.3 hereto), provide indemnification of
its directors and officers to the maximum extent permitted by the California
Corporations Code. SuperGen Delaware's Certificate of Incorporation (Exhibit 3.3
hereto) and Bylaws (Exhibit 3.5 hereto) will provide indemnification of its
directors and officers to the maximum extent permitted by the Delaware General
Corporation Law. In addition, the Company has entered into Indemnification
Agreements (Exhibit 10.1 hereto) with its directors and officers. Upon
completion of the Proposed Reincorporation, such Indemnification Agreement will
be assumed by SuperGen Delaware and amended to the extent necessary to conform
the agreements to Delaware law. Reference is also made to Section 8 of the
Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying officers
and directors of the Registrant against certain liabilities.

II-1
<PAGE>
ITEM 16. EXHIBITS.

(a) Exhibits

II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------------- ---------------------------------------------------------------------------------- -------------------
<S> <C> <C>
(a) 10.18 Consulting Agreement between the Registrant and Vida International Pharmaceutical
Consultants.
(b) 10.19 Purchase and Sale Agreement dated as of September 30, 1996 between the Registrant
and Warner-Lambert Company, a Delaware corporation.
(d)(i)10.20 Asset Purchase Agreement dated January 15, 1997 between the Registrant and Immunex
Corporation, a Washington corporation.
(d) 10.21 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate
(Non-Residential) dated December 11, 1996 between the Registrant and The Ashwill
Trust, established November 8, 1989.
(d) 10.22 Bishop Ranch Business Park Building Lease dated October 14, 1996 between the
Registrant and Annabel Investment Company, a California partnership.
(e)(i) 10.23 License Agreement between Inflazyme Pharmaceuticals Ltd. and the Registrant dated
April 11, 1997.
(e)(i) 10.24 Supply Agreement dated May 7, 1997.
(e) 10.25 Assignment and Assumption Agreement between the Registrant and R&S, LLC, dated
April 17, 1997.
(f) 10.26 Convertible Secured Note, Option and Warrant Purchase Agreement dated June 17,
1997 among the Registrant, Tako Ventures, LLC and, solely as to Sections 5.3 and
5.5 thereof, Lawrence J. Ellison.
10.27 Form of Common Stock Purchase Agreement among the purchasers and the Registrant
dated August 29, 1997.
(j) 10.28 License Agreement between Stehlin Foundation and the Registrant dated September 3,
1997.
(h) 10.29 Employees and Consultants Stock Option Agreement/Plan.
10.30 Letter Agreement dated August 13, 1997 between the Registrant and South Bay
Construction, Inc.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
(a) 24.1 Power of Attorney.
</TABLE>

- ------------------------

(a) Previously filed.

(b) Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Securities and Exchange Commission on October 15, 1996. The exhibit
listed is incorporated by reference to Exhibit 2.1 of Registrant's Report on
Form 8-K.

(c) Incorporated by reference from the Registrant's Proxy Statement filed with
the Securities and Exchange Commission on April 25, 1997. Exhibits 3.3 and
3.5 listed are incorporated by reference to Exhibits B and C, respectively,
of Registrant's Proxy Statement.

(d) Incorporated by reference from the Registrant's Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 1997. Exhibits
10.20, 10.21 and 10.22 listed are incorporated by reference to Exhibits
10.22, 10.23 and 10.24 respectively, of Registrant's Report on Form 10-K.

(e) Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Securities and Exchange Commission on May 15, 1997. Exhibits 10.23,
10.24 and 10.25 listed are incorporated by reference to Exhibits 10.25,
10.26 and 10.27, respectively, of Registrant's Report on Form 10-Q.

(f) Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Securities and Exchange Commission on July 2, 1997. The exhibit
listed is incorporated by reference to Exhibit 99.1 of Registrant's Report
on Form 8-K.

II-3
<PAGE>
(g) Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Securities and Exchange Commission on August 13, 1997. Exhibits
10.2, 10.3 and 10.14 listed are incorporated by reference to Exhibits 10.2,
10.3 and 10.14, respectively, of Registrant's Report on Form 10-Q.

(h) Incorporated by reference from the Registrant's Report on Form S-8 filed
with the Securities and Exchange Commission on July 1, 1996. The exhibit
listed is incorporated by reference to Exhibit 4.3 of Registrant's Report on
Form S-8.

(i) Confidential treatment has been previously granted for certain portions of
these exhibits.

(j) Confidential treatment has been requested for certain portions of this
exhibit.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all of
the requirements of filing on Form S-3 and authorizes this Post-Effective
Amendment on Form S-3 to the Registration Statement on Form SB-2 to be signed on
its behalf by the undersigned, in the City of San Ramon, State of California, on
the 2nd day of October, 1997.

<TABLE>
<S> <C> <C>
SUPERGEN, INC.

By: /s/ JOSEPH RUBINFELD
-----------------------------------------
Joseph Rubinfeld
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
</TABLE>

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
stated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chief Executive Officer,
/s/ JOSEPH RUBINFELD President and Director
- ------------------------------ (Principal Executive October 2, 1997
Joseph Rubinfeld Officer)

/s/ HANK C. SETTLE, JR. Chief Financial Officer
- ------------------------------ (Principal Financial and October 2, 1997
Hank C. Settle, Jr. Accounting Officer)

- ------------------------------ Director
Lawrence J. Ellison

/s/ DAVID M. FINEMAN*
- ------------------------------ Director October 2, 1997
David M. Fineman

/s/ J. GREGORY SWENDSEN*
- ------------------------------ Director October 2, 1997
J. Gregory Swendsen

/s/ DANIEL ZURR*
- ------------------------------ Director October 2, 1997
Daniel Zurr

/s/ DENIS BURGER*
- ------------------------------ Director October 2, 1997
Denis Burger

/s/ JULIUS VIDA*
- ------------------------------ Director October 2, 1997
Julius Vida

*By: /s/ JOSEPH RUBINFELD
-------------------------
Joseph Rubinfeld
ATTORNEY-IN-FACT

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------------- ---------------------------------------------------------------------------------- -------------------
<S> <C> <C>
(a) 1.1 Form of Underwriting Agreement.
(a) 3.2 Restated Articles of Incorporation of the Registrant, as currently in effect.
(c) 3.3 Certificate of Incorporation of SuperGen Delaware.
(a) 3.4 Bylaws, as amended, of the Registrant.
(c) 3.5 Bylaws of SuperGen Delaware.
(a) 4.1 Specimen Common Stock Certificate.
(a) 4.2 Form of Representative's Warrant.
(a) 4.3 Form of Warrant Agreement (including form of Common Stock Purchase Warrant).
(a) 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
(a) 10.1 Form of Indemnification Agreement between the Registrant and each of its directors
and officers.
(g) 10.2 1993 Stock Option Plan, as amended and restated effective February 3, 1997, and
forms of stock option agreements thereunder.
(g) 10.3 1996 Directors' Stock Option Plan, as amended effective February 3, 1997, and form
of stock option agreement thereunder.
(a) 10.4 Sublease Agreement dated March 25, 1991 between the Registrant and Jelly Bean
Square, a California general partnership, as amended.
(a) 10.5 Sublease Agreement dated June 29, 1993 between the Registrant and Jelly Bean
Square, a California general partnership, as amended.
(a) 10.6 Lease Agreement dated September 26, 1994 between the Registrant and Arthur J.
Rogers & Co., as amended.
(a)(i)10.7 Patent Royalty Agreement dated June 30, 1992 between the Registrant and Progenics,
Inc.
(a)(i)10.8 Patent License and Royalty Agreement dated August 30, 1993 between the Registrant
and The Jackson Laboratory.
(a)(i)10.9 Worldwide License Agreement dated March 1, 1994 between the Registrant and Janssen
Biotech, N.V.
(a)(i)10.10 Patent License Agreement dated March 1, 1994 between the Registrant and Cyclex
Inc.
(a)(i)10.11 Patent License and Royalty Agreement dated November 15, 1993 between the
Registrant and The Long Island Jewish Medical Center.
(a)(i)10.12 License Agreement dated February 1, 1995 between the Registrant and Pharmos
Corporation.
(a) 10.13 Research and License Agreement dated August 1, 1993 between the Registrant and
Amur Research Corp.
(g) 10.14 Common Stock Sale/Repurchase Agreement dated August 6, 1997 between Israel
Chemicals, Ltd. and the Registrant.
(a) 10.15 Employment, Confidential Information and Invention Assignment Agreement dated
January 1, 1994 between the Registrant and Joseph Rubinfeld and form of amendment.
(a) 10.16 Employment, Confidential Information and Invention Assignment Agreement dated
February 1, 1994 between the Registrant and Frank Brenner.
(a) 10.17 Form of Consulting Agreement between the Registrant and J. Gregory Swendsen and
David M. Fineman.
(a) 10.18 Consulting Agreement between the Registrant and Vida International Pharmaceutical
Consultants.
(b) 10.19 Purchase and Sale Agreement dated as of September 30, 1996 between the Registrant
and Warner-Lambert Company, a Delaware corporation.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------------- ---------------------------------------------------------------------------------- -------------------
<S> <C> <C>
(d)(i)10.20 Asset Purchase Agreement dated January 15, 1997 between the Registrant and Immunex
Corporation, a Washington corporation.
(d) 10.21 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate
(Non-Residential) dated December 11, 1996 between the Registrant and The Ashwill
Trust, established November 8, 1989.
(d) 10.22 Bishop Ranch Business Park Building Lease dated October 14, 1996 between the
Registrant and Annabel Investment Company, a California partnership.
(e)(i) 10.23 License Agreement between Inflazyme Pharmaceuticals Ltd. and the Registrant dated
April 11, 1997.
(e)(i) 10.24 Supply Agreement dated May 7, 1997.
(e) 10.25 Assignment and Assumption Agreement between the Registrant and R&S, LLC, dated
April 17, 1997.
(f) 10.26 Convertible Secured Note, Option and Warrant Purchase Agreement dated June 17,
1997 among the Registrant, Tako Ventures, LLC and, solely as to Sections 5.3 and
5.5 thereof, Lawrence J. Ellison.
10.27 Form of Common Stock Purchase Agreement among the purchasers and the Registrant
dated August 29, 1997.
(j) 10.28 License Agreement between Stehlin Foundation and the Registrant dated September 3,
1997.
(h) 10.29 Employees and Consultants Stock Option Agreement/Plan.
10.30 Letter Agreement dated August 13, 1997 between the Registrant and South Bay
Construction, Inc.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
(a) 24.1 Power of Attorney.
</TABLE>

- ------------------------

(a) Previously filed.

(g) Incorporated by reference from the Registrant's Report on Form 10-Q filed
with the Securities and Exchange Commission on August 13, 1997. Exhibits
10.2, 10.3 and 10.14 listed are incorporated by reference to Exhibits 10.2,
10.3 and 10.14, respectively, of Registrant's Report on Form 10-Q.

(i) Confidential treatment has been previously granted for certain portions of
these exhibits.

(j) Confidential treatment has been requested for certain portions of this
exhibit.

<PAGE>

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

COMMON STOCK PURCHASE AGREEMENT

AMONG
SUPERGEN, INC.
AND
THE PURCHASERS

AUGUST 29, 1997

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

PAGE
----
SECTION 1 PURCHASE AND SALE ........................................... 1

1.1 Authorization ............................................... 1
1.2 Purchase and Sale of Stock .................................. 1
1.3 The Closing ................................................. 1
1.4 Purchase Price .............................................. 1
1.5 Delivery .................................................... 1

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ............... 2

2.1 Corporate Existence and Power ............................... 2
2.2 Authorization; No Restrictions .............................. 2
2.3 Capital Stock ............................................... 2
2.4 Disclosure .................................................. 3

SECTION 3 REPRESENTATIONS AND WARRANTIES OF PURCHASERS ................ 3

3.1 Accredited Investor; Experience ............................. 3
3.2 Investment .................................................. 4
3.3 Rule 144 .................................................... 4
3.4 Authorization ............................................... 4
3.5 Brokers or Finders .......................................... 4
3.6 Advisors .................................................... 4
3.7 Restrictions on Transfer; Legend ............................ 5

SECTION 4 CONDITIONS PRECEDENT TO OBLIGATIONS ........................ 5

4.1 Conditions to the Purchasers' Obligations ................... 5
4.2 Conditions to the Company's Obligations ..................... 6

SECTION 5 MISCELLANEOUS ............................................... 6

5.1 Confidentiality ............................................. 6
5.2 Notices ..................................................... 6
5.3 Entire Agreement ............................................ 7
5.4 Partial Invalidity .......................................... 7
5.5 No Waiver ................................................... 7
5.6 Binding Effect .............................................. 7
5.7 Announcements ............................................... 7

-2-

<PAGE>

5.8 Expenses .................................................... 8
5.9 Headings .................................................... 8
5.10 Cooperation ................................................. 8
5.11 Governing Law ............................................... 8
5.12 Finders Fees ................................................ 8
5.13 California Corporate Securities Law ......................... 8
5.14 Counterparts ................................................ 8

-3-

<PAGE>
COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), is made as of
August 29, 1997 by and among SUPERGEN, INC., a California corporation (the
"Company"), and the persons and entities listed on the Schedule of Purchasers
attached as EXHIBIT A (the "Purchasers").

SECTION 1

PURCHASE AND SALE

1.1 AUTHORIZATION. The Company has authorized the sale of up to
1,400,000 shares (the "Shares") of its Common Stock, $.001 par value ("Common
Stock"), subject to satisfaction or waiver of the conditions set forth in
Section 4.

1.2 PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of
this Agreement, the Company shall sell, assign, convey, transfer and deliver
to the Purchasers, and the Purchasers shall on the Closing Date (defined in
Section 1.3), purchase and acquire from the Company the number of shares of
Common Stock set forth in column 2 opposite the Purchaser's name on the
Schedule of Purchasers at a purchase price of $11.00 per share and at an
aggregate purchase price as set forth in column 3 opposite the Purchaser's
name on the Schedule of the Purchasers (the "Purchase Price"). The Company's
agreement with each Purchaser is a separate agreement, and the sale of the
Shares to each Purchaser is a separate sale.

1.3 THE CLOSING. The closing (the "Closing") of the purchase and sale
of the Shares under Section 1.2 shall, subject to the satisfaction or waiver
of all conditions precedent set forth in Section 4 and payment of the
Purchase Price, occur on August 29, 1997 (the "Closing Date") at ll:00 a.m.
at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Place, Palo
Alto, California 94304-1050.

1.4 PURCHASE PRICE. Payment of the Purchase Price shall be in U.S.
dollars and shall be made in cash or by certified check made payable to the
Company or by wire transfer of immediately available funds to an account or
accounts of the Company at a bank or banks specified by the Company.

1.5 DELIVERY. On the Closing Date, the Company shall deliver to the
Purchasers the stock certificates representing the number of Shares purchased
as set forth in column 2 of the Schedule of Purchasers, registered in the
name of the Purchasers in exchange for the Purchase Price.

<PAGE>

SECTION 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In connection with the sale of the Shares, the Company represents and
warrants to the Purchasers as of the date of this Agreement as follows:

2.1 CORPORATE EXISTENCE AND POWER. The Company is a corporation duly
organized and validly existing under the laws of the State of California.
The Company has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted
and is duly qualified and authorized to do business in each jurisdiction
where the conduct of its business or the ownership of its properties or
assets requires such qualification (except where failure to qualify would
not have a material adverse effect on the Company's business or financial
condition).

2.2 AUTHORIZATION; NO RESTRICTIONS. The execution, delivery and
performance of this Agreement by the Company has been duly authorized by all
necessary corporate action. This Agreement has been duly executed by the
Company and constitutes a valid and legally binding obligation of the Company
enforceable against it in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency, reorganization and
moratorium laws and other laws of general application affecting enforcement
of creditors rights generally and principles of equity relating to specific
performance, injunctive relief or other equitable remedies and limitations of
public policy. The Company has obtained all necessary authorizations,
consents and approvals, governmental and otherwise, required for the
execution and delivery of this Agreement and performance of its obligations
hereunder, other than such filings as may be necessary to qualify (or secure
an exemption from qualification if available) under other applicable state
and federal securities laws, which filings and qualifications, if required,
will be accomplished in a timely manner. The execution, delivery and
performance of this Agreement by the Company in accordance with its terms
will not, with or without the giving of notice or the passage of time, or
both, conflict with, result in a default, right to accelerate or loss of
rights under, or result in the creation of any encumbrance, or require the
consent of any third party or U.S. governmental authority pursuant to (i) any
provisions of the Amended and Restated Articles of Incorporation or Bylaws of
the Company or (ii) any franchise, mortgage, indenture or deed of trust or
any lease, license or other agreement or any law, rule, regulation, order,
judgment or decree to which the Company is a party or by which the Company
(or any of the Company's assets, properties, operations or business) is
bound, which default, right to accelerate, loss of rights under or creation
of an encumbrance, or failure to obtain such consent would have a material
adverse effect on the Company's business or financial condition.

2.3 CAPITAL STOCK. The authorized, issued and outstanding capital
stock of the Company as of the date of this Agreement is 40,000,000 shares of
Common Stock and 2,000,000 shares of preferred stock, par value $.001 (the
"Preferred Stock"). As of July 21, 1997, there were 17,031,156 shares of
Common Stock issued and outstanding, and there were no issued and outstanding
shares of Preferred Stock. All issued and outstanding shares of Common Stock
have been duly authorized and validly issued and are fully paid and
nonassessable. The Company has reserved 2,399,550 shares of Common

-2-
<PAGE>

Stock for issuance under the Company's 1993 Stock Plan, 250,000 shares for
issuance under the 1996 Director's Stock Option Plan and 294,000 shares for
issuance under other stock option plans and agreements, stock purchase plans
and agreements, stock bonus plans and agreements or other similar
arrangements established for employees, directors or consultants of the
Company (together with the 1993 Stock Plan and the 1996 Director's Stock
Option Plan, the "Stock Plans"). In addition, as of July 21, 1997, the
Company has reserved 4,171,402 shares of Common Stock for issuance upon
exercise of outstanding warrants. Except for such shares of Common Stock
reserved for issuance under such warrants and under the Company Stock Plans,
and except for 3,825,000 shares reserved for issuance pursuant to a
Convertible Secured Note, Option and Warrant Purchase Agreement dated as of
June 17, 1997 by and among the Company, Tako Ventures, LLC, a California
limited liability company, and Lawrence J. Ellison, there are no outstanding
options, warrants, rights (including conversion and preemptive rights or
rights of first refusal) or other agreements to issue or purchase any shares
of Common Stock or Preferred Stock of the Company.

2.4 DISCLOSURE. The Company's reports, registration statements, proxy
statements and other materials, together with any amendments thereto,
required to be filed by the Company with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since March 12, 1996 (the "SEC Reports") do not, as of the
date filed, contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. The financial
statements contained in the SEC Reports fairly present the financial position
of the Company as of the dates thereof and for the periods covered thereby
and have been prepared in accordance with generally accepted accounting
principles and with the published rules and regulations of the SEC with
respect thereto.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Each Purchaser hereby severally represents and warrants to the Company
with respect to the purchase of the Shares as follows:

3.1 ACCREDITED INVESTOR; EXPERIENCE. The Purchaser is an accredited
investor as such term is defined in Rule 501 of Regulation D promulgated
under the Securities Act. The Purchaser has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to
protect its own interests. The Purchaser has had an opportunity to discuss
the Company's business, management and financial affairs with the Company's
management and has also had an opportunity to ask questions of the Company's
officers, which questions were answered to its satisfaction. The Purchaser
understands that such discussions, as well as any written information issued
by the Company, were intended to describe certain aspects of the Company's
business and prospects but were not a thorough or exhaustive description.
The foregoing, however, does not limit or modify the representations and
warranties in Section 2 or the right of the

-3-
<PAGE>

Purchaser to rely thereon.

3.2 INVESTMENT. The Purchaser is acquiring the Shares for investment
for the Purchaser's own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof. The
Purchaser understands that the Shares to be purchased have not been, and will
not be, registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act, the availability of
which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Purchaser's representations as
expressed herein.

3.3 RULE 144. The Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or
unless an exemption from such registration is available. The Purchaser is
aware of the provisions of Rule 144 promulgated under the Securities Act
which permit limited resale of shares purchased in a private placement
without registration under the Securities Act subject to the satisfaction of
certain conditions, including, among other things, the existence of a public
market for the shares and the availability of certain current public
information about the Company.

3.4 AUTHORIZATION. This Agreement, when executed and delivered by the
Purchaser, will constitute the valid and legally binding obligations of the
Purchaser, enforceable in accordance with its terms and subject to laws of
general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies.

3.5 BROKERS OR FINDERS. The Purchaser has not engaged any brokers,
finders, or agents, and the Company has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by the Purchaser, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement and the transactions
contemplated hereby. In the event that the preceding sentence is in any way
inaccurate, the Purchaser agrees to indemnify and hold harmless the Company
from any liability for any commission or compensation in the nature of a
finder's fee (and the costs and expenses of defending against such liability
or asserted liability) for which the Company, or any of the Purchaser's
officers, directors, employees or representatives, is responsible.

3.6 ADVISORS. The Purchaser has reviewed with its own tax advisers
the federal, state and local tax consequences of this investment and the
transactions contemplated by this Agreement and has relied solely on such
advisers and not on any statements or representations of the Company or any
of its agents. The Purchaser understands that it (and not the Company) shall
be responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

3.7 RESTRICTIONS ON TRANSFER; LEGEND.

(a) Prior to any proposed sale, assignment, transfer or pledge of
any Shares (other than a transfer not involving a change in beneficial
ownership), unless there is in effect a registration

-4-
<PAGE>

statement under the Securities Act covering the proposed transfer, the holder
thereof shall give written notice to the Company of the holder's intention
to effect such transfer, sale, assignment or pledge. Each notice shall
describe the manner and circumstances of the proposed transfer, sale,
assignment or pledge in sufficient detail, and shall be accompanied by a
written opinion of legal counsel reasonably satisfactory to the Company
addressed to the Company to the effect that the proposed transfer of the
Shares may be effected without registration under the Securities Act. Each
certificate evidencing the Shares transferred as above provided shall bear
the appropriate restrictive legend set forth in Section 3.7(b) below, except
that such certificate shall not bear such restrictive legend if in the
opinion of counsel for such holder and in the reasonable opinion of the
Company such legend is not required in order to establish compliance with any
provision of the Securities Act.

(b) Each certificate representing the Shares shall be endorsed with
the following legend and any other legends required by law:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.

SECTION 4

CONDITIONS PRECEDENT TO OBLIGATIONS

4.1 CONDITIONS TO THE PURCHASERS' OBLIGATIONS. The obligation of the
Purchasers to purchase the Shares at the Closing shall be subject to the
satisfaction on or prior to the Closing Date of all of the following
conditions (any of which may be waived by the Purchasers):

(a) REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company shall have complied in all material respects with all of its
agreements and covenants contained herein to be performed at or prior to the
Closing Date, and all the representations and warranties of the Company
contained herein shall be true in all material respects on and as of the
Closing Date with the same effect as though made on and as of the Closing
Date, except as otherwise contemplated hereby.

(b) NO PROHIBITION. No statute, rule or regulation or order of any
court or administrative agency shall be in effect which restrains or
prohibits the Purchasers from consummating the transactions contemplated
hereby. The Company shall have obtained all necessary Blue Sky law permits
and qualifications, or have the availability of exemption therefrom, required
by any state for the offer and sale of the Shares.

-5-
<PAGE>

4.2 CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligations of the
Company to sell the Shares at the Closing shall be subject to the
satisfaction on or prior to the Closing Date of all of the following
conditions (any of which may be waived by the Company):

(a) REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.
The Purchasers shall have complied in all material respects with all of its
agreements and covenants contained herein to be performed at or prior to the
Closing Date, and all of the representations and warranties of the Purchasers
contained herein shall be true in all material respects on and as of the
Closing Date with the same effect as though made on and as of the Closing
Date.

(b) NO PROHIBITION. No statute, rule or regulation or order of
any court or administrative agency shall be in effect which restrains or
prohibits the Company from consummating the transactions contemplated hereby.
The Company shall have obtained all necessary Blue Sky law permits and
qualifications, or have the availability of exemption therefrom, required by
any state for the offer and sale of the Shares.

(c) ICL AGREEMENT. On or prior to the Closing Date, the Company
shall have entered into an agreement to repurchase 740,000 shares of the
Company's Common Stock from Israel Chemicals, Ltd., an Israeli limited
liability company.

SECTION 5

MISCELLANEOUS

5.1 CONFIDENTIALITY. The Purchasers shall not, at any time, disclose
to any third party any confidential information or trade secret of the
Company, any client or customer of the Company (other than as may be required
by law or in the normal course of business), or utilize such confidential
information or trade secret for its own benefit, or for the benefit of any
third party. The term "confidential information or trade secret" shall not
include any information which is or shall become generally available to the
public other than by breach of this provision.

5.2 NOTICES. All notices and other communications required or
permitted to be given under any provision of this Agreement shall be in
writing and shall be deemed given when delivered (i) by hand, (ii) by Express
Mail, Federal Express or other overnight express delivery service (receipt
requested), or (iii) by telecopy (receipt confirmed), as follows:

If to the Purchaser, addressed to the Purchaser at the address set
forth on the Schedule of Purchasers or at such other address as the
Purchaser has furnished to the Company in writing.

-6-
<PAGE>

If to the Company, addressed to the Company at

SuperGen, Inc.
Two Annabel Lane, Suite 220
San Ramon, CA 94583
Attention: President

with a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
Attention: John V. Roos, Esq.

Any party may change its address for the purpose of this Agreement by
notice to the other parties given as set forth above. Any such notice shall
be deemed to have been given (i) upon delivery, if personally delivered or
sent by overnight courier and (ii) on the first business day following
telecopy, if telecopied.

5.3 ENTIRE AGREEMENT. This writing constitutes the entire agreement of
the parties with respect to the subject matter hereof, and supersedes any
prior written or oral understandings or agreements among the parties
regarding the subject matter hereof. This Agreement may not be modified,
amended or terminated except by a written instrument specifically referring
to this Agreement signed by the Company and the Purchasers.

5.4 PARTIAL INVALIDITY. If any provision of this Agreement is for any
reason held to be invalid, prohibited or unenforceable in any jurisdiction by
a court of competent jurisdiction, such provision, as to such jurisdiction,
shall be ineffective to the extent of such invalidity, prohibition or
unenforceability, without invalidating the remaining portion of such
provision or the other provisions of this Agreement or affecting the validity
or enforceability of such provision in any other jurisdiction.

5.5 NO WAIVER. No waiver of any breach or default hereunder shall be
considered valid unless in writing and signed by the party giving such
waiver, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same or similar nature.

5.6 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of each party hereto and its successors and assigns.

5.7 ANNOUNCEMENTS. The Purchasers agree not to make any public
announcement with respect to this Agreement and the transactions contemplated
by this Agreement without the prior approval of the Company.

-7-
<PAGE>

5.8 EXPENSES. Each party to this Agreement shall pay its own expenses
and costs incurred by it in connection with the negotiation and consummation
of this Agreement.

5.9 HEADINGS. The article and section headings contained herein are
for the purpose of convenience only and are not intended to define or limit
the contents of said articles or sections.

5.10 COOPERATION. Each party hereto shall cooperate, shall take such
further action and shall execute and deliver such further documents as may be
reasonably requested by the other party in order to carry out the provisions
and purposes of this Agreement.

5.11 GOVERNING LAW. This Agreement and all amendments thereof shall,
in all respects, be governed by and construed and enforced in accordance with
the internal laws (without regard to principles of conflicts of law) of the
State of California.

5.12 FINDERS FEES. The Company will indemnify the Purchasers, and the
Purchasers will indemnify the Company against all liabilities incurred by the
indemnifying party or parties with respect to claims related to investment
banking or finders fees in connection with the transactions contemplated by
this Agreement, arising out of arrangements between the party asserting such
claims and the indemnifying party or parties, and all costs and expenses
(including reasonable fees of counsel) of investigating and defending such
claims.

5.13 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF
SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105
OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS
AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.

5.14 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which
shall be deemed one instrument.

-8-
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

PURCHASER:

_________________________________

Title:___________________________

By:______________________________

Title:___________________________

SUPERGEN, INC.

By:______________________________

Title:___________________________

-9-
<PAGE>

EXHIBIT A

SCHEDULE OF PURCHASERS

PURCHASER NAME AND ADDRESS NO. SHARES PURCHASED PURCHASE PRICE

-10-

<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

LICENSE AGREEMENT

This LICENSE AGREEMENT (the "Agreement"), effective as of September 3,
1997 (the "Effective Date"), is made by and between SuperGen, Inc., a
California corporation, with a principal place of business at Two Annabel
Lane, Suite 220, San Ramon, California 94583 ("SuperGen," as further defined
below), and The Stehlin Foundation for Cancer Research, a not-for-profit
foundation, with a principal place of business at St. Joseph Medical Place,
1315 Calhoun, Suite 1818, Houston, Texas 77002 ("Stehlin," as further defined
below), and its affiliate, SuperCampto Corporation, a Texas corporation, with
a principal place of business at St. Joseph Medical Place, 1315 Calhoun,
Suite 1818, Houston, Texas 77002.

RECITALS

A. Stehlin is the owner of certain intellectual property rights
relating to ** (the "Compound," as further defined below).

B. SuperGen desires to obtain, and Stehlin desires to grant SuperGen
certain rights under such intelligent property to develop and commercialize
products on the terms and conditions herein.

NOW, THEREFORE, Stehlin and SuperGen agree as follows:

1. DEFINITIONS

1.1 "AFFILIATE" means any corporation or other entity which is directly
or indirectly controlling, controlled by or under the common control with
SuperGen. For the purpose of this Agreement, "control" shall mean the direct
or indirect ownership of at least fifty percent (50%) of the outstanding
shares or other voting rights of the subject entity to elect directors, or if
not meeting the preceding, any entity owned or controlled by or owning or
controlling at the maximum control or ownership right permitted in the
country where such entity exists.

1.2 "AVERAGE PRICE" shall mean the average of the closing prices of
SuperGen's registered Common Stock at the close of business for the thirty
(30) trading days preceding the applicable date of issuance as quoted on the
Nasdaq National Market, adjusted for any splits, conversions, or
distributions of shares.

1.3 "COMMON STOCK" shall mean common stock, par value $.001, of
SuperGen.

1.4 "COMPOUND" shall mean, **, including pharmacologically acceptable
salts thereof and in any pharmaceutically acceptable dosage form.

<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

1.5 "CONFIDENTIAL INFORMATION" shall mean (i) any proprietary or
confidential information or material in tangible form disclosed hereunder
that is indicated as "Confidential" at the time or promptly after the time it
is delivered to the receiving party, or (ii) proprietary or confidential
information disclosed orally hereunder which is identified as confidential or
proprietary when disclosed and such disclosure of confidential information is
confirmed in writing within thirty (30) days by the disclosing party.

1.6 "DOMINATING PATENT" shall mean a patent that is owned by an
unaffiliated third party covering Licensed Products made or sold by SuperGen
or its Sublicensees under circumstances such that SuperGen or the Sublicensee
has no commercially reasonable alternative to obtaining a royalty-bearing
license under such patent in order to commercialize Licensed Products under
this Agreement.

1.7 "FIELD" shall mean all human medicinal uses.

1.8 "JOINTLY OWNED PATENTS" shall mean any patent (including, without
limitation, any inventor's certificate) and patent application in any country
that claims a Joint Invention (as defined in Section 2.4), any substitution,
division, continuation, continuation-in-part application thereof, and any
reissue, reexamination, or extension or confirmation, registration,
revalidation, or addition thereof.

1.9 "KNOW-HOW" shall mean all Confidential Information and materials,
including without limitation, instructions, processes, formulas, biological,
chemical, pharmacological, toxicological, pharmaceutical, physical and
analytical, clinical, safety, manufacturing and quality control data and
information owned in whole or in part, or controlled by license, assignment,
or otherwise by Stehlin as of the Effective Date or thereafter, useful for
the development, manufacture, use, or sale of the Compound in the Field.

1.10 "LICENSED PRODUCT" will mean any product containing the Compound
whose manufacture, use, formulation or sale, including the regulatory
approval to market thereof, which, but for an ownership interest in a
Jointly Owned Patent and/or the rights granted herein, would constitute the
misappropriation of a material part of the Know-How or infringe a Valid Claim
in the country such product is made or sold. A material part of the Know-How
in any country shall include any of the Know-How whose use could accelerate
the regulatory approval in such country.

1.11 "LICENSED TECHNOLOGY" shall mean the Know-How and Patent Rights.

1.12 "NDA" means a New Drug Application, as defined in the U.S. Food,
Drug and Cosmetic Act and the regulations promulgated thereunder.

1.13 "NET SALES" means the gross revenues received from sales of
Licensed Products to unaffiliated parties, made by SuperGen or its Affiliates
and Sublicensees, less (i) normal and customary rebates, and cash and trade
discounts, actually taken, (ii) sales, use and/or other excise taxes or
duties actually paid, (iii) the cost of any packages and packing; (iv)
shipping insurance costs and outbound transportation charges prepaid or
allowed, (v) import and/or export duties actually paid, and (vi) amounts
allowed or credited due to returns. **

-2-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

1.14 "PATENT RIGHTS" shall mean (i) those U.S. patent applications and
patents listed in attached Exhibit A, and all foreign counterparts thereof;
(ii) any patent (including, without limitation, any inventor's certificate)
and patent application in any country that is at any time owned, in whole or
in part, or controlled by license, assignment, or otherwise by Stehlin,
including the Jointly Owned Patents, which claim one or more inventions that
are useful for the development, manufacture, use, or sale of the Compound,
including, without limitation, any patent or patent application claiming a
composition of matter containing the Compound; a process for making the
Compound; or a method of using the Compound; (iii) any substitution,
division, continuation, continuation-in-part application of (i) or (ii)
above; and (iv) any patent (including, without limitation, any inventor's
certificate) issuing in any country on any of the preceding, including,
without limitation, any reissue, reexamination, or extension or confirmation,
registration, revalidation, or addition.

1.15 "STEHLIN" means The Stehlin Foundation for Cancer Research and
SuperCampto Corporation.

1.16 "SUPERGEN" means SuperGen, Inc. and its Affiliates.

1.17 "SUBLICENSEE" means a third party to whom SuperGen has granted a
license or sublicense under the Licensed Technology to make, have made,
import, use, sell, offer for sale, or otherwise exploit a Licensed Product.
As used in this Agreement, "Sublicensee" shall also include a third party to
whom SuperGen has granted the right to distribute a Licensed Product,
provided that such third party has the responsibility in whole or in part for
marketing and/or promotion of the Licensed Product within the territory for
which such distribution rights are granted.

1.18 "TERRITORY" means worldwide, except that seven (7) years after
the date of regulatory approval to market a licensed product in the United
States, Territory shall exclude any country within the Excluded Countries (as
defined below), in which SuperGen has not commenced efforts to seek
regulatory approval in market in such country and Stehlin has appointed a
Successor Licensee as provided under Section 4.10. The "Excluded Countries"
are: Mexico, Canada, Spain, Japan, the United Kingdom, France, Italy and
Germany.

-3-
<PAGE>

1.19 "VALID CLAIM" means a claim of an issued and unexpired patent
included within the Patent Rights except for a claim that has been held
unenforceable or invalid by a court or other governmental agency of competent
jurisdiction, or a claim which has not been disclaimed or admitted to be
invalid or unenforceable through reissue or otherwise.

1.20 "YEAR" means a twelve-month period beginning on either the first
day of the calendar quarter in which SuperGen first sells a Licensed Product
to the public or any yearly anniversary of such first day.

2. JOINT DEVELOPMENT

2.1 DEVELOPMENT PROGRAM.

(a) GENERALLY. SuperGen will use commercially reasonable efforts
to develop the Licensed Products and obtain regulatory approval for the
Licensed Products ("Sponsored Research") in the Territory. Stehlin
acknowledges and agrees that SuperGen may, at its sole discretion, enter into
agreements with third parties with respect to the development of the Licensed
Products.

(b) COSTS. SuperGen shall bear its own costs incurred in
connection with the performance of the Sponsored Research. SuperGen shall
pay Stehlin the amounts set forth in Section 4.2 but otherwise Stehlin shall
bear its own costs incurred in connection with the performance of the
research activities that SuperGen requests and Stehlin agrees to undertake in
connection with efforts to develop the Licensed Products.

(c) ACKNOWLEDGMENT. The parties acknowledge that SuperGen's
efforts may not result in the regulatory approval of Compound and hereby
specifically disclaim any warranty that such regulatory approval will be
achieved.

(d) TERM. The Sponsored Research shall commence on the Effective
Date and have a term established by the Committee (as defined in Section 2.2).

2.2 DEVELOPMENT COMMITTEE.

(a) COMPOSITION AND RESPONSIBILITY. The parties' performance of
the development responsibilities hereunder shall be coordinated by a
committee ("Committee") consisting of an equal number of employees of each of
SuperGen and Stehlin; provided that SuperGen shall have the deciding vote in
the event of any disagreement. Each party may replace its Committee
representatives at any time, with written notice to the other party. Each
representative of Stehlin and SuperGen, acting in good faith so as to advance
the best interests of both parties, shall have one vote on the Committee,
which vote may be cast by proxy. The responsibilities of the Committee shall
include monitoring and overseeing development efforts and ensuring open and
frequent exchange between the parties.

(b) MEETINGS. During the term of this Agreement, the Committee
shall meet on a periodic basis at such locations as each party shall select
on an alternating basis with the other. With

-4-
<PAGE>

the consent of the parties, representatives of third parties may attend
Committee meetings as non-voting observers. Each party will be responsible
for paying its own expenses in connection with the meetings of the Committee.

2.3 RECORDS; EXCHANGE OF INFORMATION.

(a) RECORDS. Stehlin shall maintain scientific records as will
properly reflect all work done and results achieved in the performance of any
development activities (including all data in the form required under any
applicable governmental regulations.) During the term of this Agreement, and
for three (3) years thereafter, Stehlin shall provide SuperGen with access
to such records, upon request, during ordinary business hours, and the right
to make copies thereof at no expense to Stehlin.

(b) REPORTS. The Committee shall periodically while development
activities are ongoing, request and the parties shall have the obligation to
prepare and provide to the Committee written reports summarizing the progress
of the work performed. Each party shall provide a final written report
summarizing its development activities hereunder and the results thereof
within sixty (60) days after the conclusion of all development efforts.

2.4 INTELLECTUAL PROPERTY OWNERSHIP; LICENSE. Title to all Inventions
(as defined below) and other intellectual property made solely by employees
or consultants of Stehlin in connection with such activities shall be owned
by Stehlin ("Stehlin IP"). Title to all Inventions and other intellectual
property made solely by employees or consultants of SuperGen in connection
with such activities shall be owned by SuperGen. Title to all Inventions and
other intellectual property made jointly by employees or consultants of
Stehlin and SuperGen in connection with such activities shall be jointly
owned by Stehlin and SuperGen (each a "Joint Invention"). As used above,
"Invention" means an invention or discovery relating to the Compound first
conceived or reduced to practice pursuant to the parties' performance of the
activities undertaken pursuant to this Agreement. Inventorship of Inventions
shall be determined in accordance with the patent and other intellectual
property laws of the United States. Ownership of inventions shall be
determined in accordance with the ownership that would pertain in the United
States based on inventorship of the patent as determined in accordance with
U.S. patent laws.

3. GRANT

3.1 GRANT. Stehlin hereby grants to SuperGen an exclusive,
royalty-bearing license under the Licensed Technology, with the right to
grant and authorize sublicenses, to make, have made, import, have imported,
use, sell, offer for sale and otherwise distribute and exploit the Licensed
Products in the Field in the Territory.

3.2 RETAINED RIGHTS. Stehlin shall retain the non-transferable right to
practice the Licensed Technology solely for its non-commercial research
purposes. Stehlin may not disclose the Know How to any third party, except
to third parties that Stehlin has granted a license to distribute Licensed
Products outside of the Territory and only if such third parties agree in
writing in advance to maintain the confidentiality of such Know How.

-5-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

3.3 DELIVERY OF KNOW-HOW. At SuperGen's request at any time during the
term of this Agreement, Stehlin shall promptly disclose and deliver to
SuperGen the Know-How.

3.4 JOINTLY OWNED PATENTS. Pursuant to Section 3.1, Stehlin may not
grant any third party a license under a Jointly Owned Patent to make, have
made, import, use, sell or otherwise distribute any product containing the
Compound in the Field in the Territory. Subject to the remaining provisions
of this Agreement, each party may license and otherwise exploit Jointly Owned
Patents without accounting to the other party.

3.5 RIGHT OF FIRST REFUSAL. In the event Stehlin elects to license any
product (other than Licensed Products) in the Field for any uses that include
pancreatic cancer or antineoplastic use, SuperGen shall have the right of
first refusal with respect to obtaining from Stehlin a license under patents
owned or controlled by Stehlin to market such product in the Field for such
use or uses, to the extent provided in this paragraph. In particular,
Stehlin shall notify SuperGen with respect to each such offer, shall provide
SuperGen with a description of any such offer, and shall present SuperGen
with a proposal for a license from Stehlin to SuperGen with respect to each
such offer. If SuperGen exercises rights under this paragraph within thirty
(30) days of notification, both parties shall negotiate in good faith with
respect to the offer for not more than thirty (30) days. If the parties have
not come to a definitive agreement during such time or if SuperGen does not
exercise its rights within thirty (30) days of notification. Stehlin may
thereafter accept other offers on terms the same as or not materially
different from the offer presented to SuperGen. **

4. CONSIDERATION

4.1 STOCK PAYMENT. In partial consideration for the license granted
herein, on the date hereof, SuperGen shall pay two million and five hundred
thousand dollars ($2,500,000) in shares of unregistered restricted Common
Stock, valued at a per share purchase price equal to the Average Price (the
"License Shares").

4.2 MONTHLY PAYMENTS. During the term of this Agreement until the
Final Month (as defined below) subject to the provisions of Section 14.4,
SuperGen shall pay Stehlin ** per calendar month, according to the following
schedule: (i) **, corresponding to the first consecutive six calendar months
starting with the month of September ("Initial Month"), within seven (7) days
after the Effective Date; and (ii) ** on or before the beginning of each
calendar month following the initial six calendar months but preceding the
calendar month ("Final Month") immediately following the earlier of the
calendar month in which the FDA provides SuperGen with notice ("FDA Notice")
that it has first

-6-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

approved the Compound for marketing or the forty eighth (48th) consecutive
calendar month following the Initial Month.

4.3 MILESTONE PAYMENTS. Within sixty (60) days after the achievement
of the following milestones, SuperGen shall pay Stehlin as follows: (i) **
upon notification by the FDA of the acceptance of the first NDA filed for the
Compound, and (ii) ** upon SuperGen's receipt of the FDA Notice (as defined
in Section 4.2). Each of such payments shall be made in shares of
unregistered restricted Common Stock at a per share purchase price equal to
the Average Price (collectively, the "Milestone Shares" and together with the
Licenses Shares, the "Shares").

4.4 ROYALTIES. In consideration of the license granted herein, SuperGen
shall pay to Stehlin or Stehlin's designee royalties on Net Sales as set
forth below:

4.5 ** OF MARKETING RIGHTS PAYMENTS. In addition to the royalties
subject to Section 4.4 above, SuperGen shall pay to Stehlin ** of
consideration received by SuperGen from sublicensees, joint venture partners,
other marketing partners or like affiliated persons, in consideration for
making marketing rights to Licensed Products available, whether by license or
otherwise; provided, however, if SuperGen provides to any such person
consideration in addition to such

-7-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

marketing rights as a part of an overall transaction in which such marketing
rights are made available, then SuperGen shall determine the consideration
for making such marketing rights available by deducting, from the total value
of the consideration that it receives under the overall transaction, the fair
market value attributable to any additional consideration provided by
SuperGen, including but not limited to: (1) services to be performed by
SuperGen (including research and development), (2) notes in exchange for debt
financing, (3) the license of any technology or product other than a Licensed
Product, (4) reimbursement for patent or other expenses, and (5) any equity
interest in SuperGen. Consideration received by SuperGen in granting
marketing rights as set forth under this Section 4.5 shall not be treated as
"Net Sales" and shall not be subject to payment of royalties as provided in
Section 4.4. Consideration that is attributable to Net Sales on which
royalties are paid under Section 4.4 shall not be included in the
determination of consideration received by SuperGen in granting marketing
rights under this Section 4.5. Payments made to Stehlin under this Section
4.5 shall be accompanied by a description of the basis on which the payment
was calculated, including the basis on which any allocation was made as
between Net Sales subject to royalty and consideration received by SuperGen
in granting marketing rights. Except as otherwise provided in this Section
4.5, the provisions of Article VI relating to the payment of royalties shall
apply MUTATIS MUTANDIS to the payments made under this Section 4.5. Any
request for an audit with respect to a payment made by SuperGen based on
marketing rights that it has granted must be made within one year from the
date on which the payment for which the audit is requested was received by
Stehlin. If the audit indicates an underpayment has been made and SuperGen
disputes the correctness of the audit, the parties shall attempt an amicable
resolution of the dispute. If none is reached, either party may request
"baseball" arbitration under Article XII to select from between the last
offer made to resolve the dispute by each of the parties.

4.6 MINIMUM ROYALTY. In the event that the sum of the payments due
under Sections 4.4 and 4.5 ("Actual Yearly Royalty") for any Year fails to
exceed ** ("Minimum Royalty"), SuperGen shall pay to Stehlin the excess of
the Minimum Royalty over the Actual Yearly Royalty. Such payment shall be
made along with the payment due for the last calendar quarter of any such
Year. In the event of any termination of this Agreement by SuperGen pursuant
to Section 14.4, the Minimum Royalty due for the Year in which such
termination occurs shall be equal to ** multiplied by a fraction, the
numerator of which is the number of days that have elapsed between the first
day of such Year and the effective date of termination, the denominator of
which is the total number of days in such Year.

4.7 COMBINATION PRODUCTS. In the event that a Licensed Product is sold
in combination as a single product with an active ingredient other than the
Compound, Net Sales from such sales for purposes of calculating the amounts
due under Sections 4.4 and 4.5 above shall be as allocated between such
Compound and such other active ingredient, based upon relative costs of
active ingredients therein.

4.8 ONE ROYALTY. No more than one royalty payment shall be due with
respect to a sale of a particular Licensed Product. No multiple royalties
shall be payable because any Licensed Product, or its manufacture, sale or
use is covered by more than one Valid Claim. No royalty shall be payable
under Section 4.4 above with respect to sales of Licensed Products among
SuperGen and its Sublicensees or Affiliates, nor shall a royalty be payable
under this Article 4 with respect to Licensed Products

-8-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

distributed free of charge for use in research and/or development, in
clinical trials or as promotional samples.

4.9 ROYALTY TERM. Royalties due under Article 4 shall be payable on a
country-by-country and Licensed Product-by-Licensed Product basis until the
expiration of the last-to-expire issued Valid Claim covering such Licensed
Product in such country or **, whichever is later.

4.10 COMMERCIAL IMPRACTICABILITY; SUCCESSOR LICENSEE. In the event
that SuperGen has not commenced efforts to seek regulatory approval in an
Excluded Country within seven (7) years after the date of regulatory approval
to market a Licensed Product in the United States, Stehlin shall have the
right, subject to the provisions of this Section 4.10, to appoint itself or a
third party as a licensee ("Successor Licensee") and grant licenses in such
Excluded Country under the Licensed Technology. No such license may be
granted, except following receipt of written notice to SuperGen of the
appointment of a Successor Licensee. Notwithstanding Section 4.4, in the
event that SuperGen reasonably believes that the royalty payments set forth
in Section 4.4 above would make the sale of Licensed Products commercially
impracticable in any country, it may notify Stehlin in writing, and in such
event the parties shall negotiate in good faith a reduction in such payments.
If such written notice states that the sale of Licensed Products is
commercially impracticable in one of the Excluded Countries (as defined in
Section 1.18), after 60 days from the date SuperGen sends Stehlin such
written notice, Stehlin shall have the right to identify a Successor Licensee
willing to pay royalties as set forth in Section 4.4, if SuperGen is unable
or unwilling to market under royalties as negotiated herein. With respect to
any Successor Licensee, any license granted by Stehlin to such Successor
Licensee shall be subject to the provisions of Section 3.4 and,
notwithstanding Article 8 or anything to the contrary herein, in no event may
Stehlin disclose any of SuperGen's Confidential Information (as defined in
Article 8) to such Successor Licensee. No license under any of SuperGen's
intellectual property is granted by SuperGen to such Successor Licensee by
implication, estoppel or otherwise.

4.11 THIRD PARTY ROYALTY OFFSET. In the event that SuperGen enters
into a license agreement with any third party with respect to a Dominating
Patent or to avoid or settle a claim of infringement or misappropriation by a
third party of any intellectual property right relating to SuperGen's
practice of the Patent Rights, SuperGen may offset any payments made in
accordance with such license agreements against any royalties owed Stehlin
pursuant to Section 4.4 herein, up to a ** of the amounts due under such
license agreement, but in no event may the reduction taken with respect to
sales of Licensed Product in any country exceed more than ** of the royalties
due Stehlin or its designee on annual Net Sales in such country, as
calculated on the basis of the average royalty rate applicable to aggregate
Net Sales less any reduction taken as described in Section 4.4.

5. PAYMENTS

5.1 PAYMENTS. SuperGen agrees to pay all royalties due to Stehlin
within sixty (60) days after the last day of the calendar quarter in which
they accrue.

-9-
<PAGE>

5.2 CURRENCY; FOREIGN PAYMENTS. All payments due hereunder shall be
paid in United States dollars. If any currency conversion shall be required
in connection with the payment of any royalties hereunder, such conversion
shall be made by using the exchange rate for the purchase of U.S. dollars
reported by the Bank of America on the last business day of the calendar
quarter to which such royalty payments relate.

5.3 TAXES. Any income or other tax that must be withheld on behalf of
Stehlin with respect to the royalties owed pursuant to this Agreement shall
be deducted by SuperGen from the royalties prior to remittance. SuperGen
shall on a country-by-country basis use diligent efforts to reduce the amount
of tax withheld and SuperGen shall furnish to Stehlin evidence of any such
taxes withheld.

6. REPORTS AND RECORDS

6.1 ROYALTY REPORTS. SuperGen shall deliver to Stehlin within thirty
(30) days after the end of each calendar quarter in which Licensed Products
are sold a report setting forth in reasonable detail the calculation of the
royalties payable to Stehlin for such calendar quarter, including the
Licensed Products sold in each country, the Net Sales thereof. Such reports
shall be Confidential Information of SuperGen subject to Article 8 herein,
except to the extent of the amounts due Stehlin as reported therein.

6.2 INSPECTION OF BOOKS AND RECORDS. SuperGen shall maintain accurate
books and records which enable the calculation of royalties payable hereunder
to be verified. SuperGen shall retain the books and records for each
quarterly period for seven (7) years after the submission of the
corresponding report under Section 6.1 hereof. Upon thirty (30) days prior
notice to SuperGen, independent accountants selected by Stehlin, reasonably
acceptable to SuperGen, after entering into a confidentiality agreement with
SuperGen, may have access to SuperGen's books and records to conduct a review
or audit once per calendar year, for the sole purpose of verifying the
accuracy of SuperGen's payments and compliance with this Agreement. The
accounting firm shall report to Stehlin only whether there has been a royalty
underpayment and, if so, the amount thereof. Such access shall be permitted
during SuperGen's normal business hours during the term of this Agreement and
for three (3) years after the expiration or termination of this Agreement.
Any such inspection or audit shall be at Stehlin's expense, however, in the
event an inspection reveals underpayment of ten percent (10%) or more in any
audit period, SuperGen shall pay the costs of the inspection. In any event
SuperGen shall promptly pay to Stehlin any underpayment with interest from
the date such amount(s) were due, at the prime rate reported by the Chase
Manhattan Bank, New York, New York.

7. DILIGENCE

SuperGen agrees to use commercially reasonable efforts to develop and
commercialize the Licensed Products at such times and in those countries in
the Territory in which SuperGen determines, in its sole discretion but acting
in good faith, such activities to be commercially practicable. SuperGen (or
its designees), shall be responsible for and control the development of
Licensed Products, including, without limitation, toxicology, preclinical
development, conduct of regulatory affairs and preparation

-10-
<PAGE>

and submission of regulatory filings, manufacturing and supply for
preclinical, clinical, and commercial purposes, and all other activities
relating to the clinical development and commercialization of each Licensed
Product. For purposes of this Agreement, "commercially reasonable efforts"
shall mean efforts at least equal to those exerted in connection with an
internally developed SuperGen product at a like stage of development, with an
advantage over its potential competitors that is similar to the advantage
afforded by the Licensed Technology, and with similar potential commercial
value. Prior to the time of NDA approval by the FDA of a Licensed Product,
SuperGen shall provide to Stehlin a detailed summary of its market plans for
such Licensed Product and the parties shall, at Stehlin's option, meet and
review such plans. Such plans shall be updated and reviewed annually.

8. CONFIDENTIALITY

8.1 CONFIDENTIAL INFORMATION. Except as expressly provided herein, the
parties agree that, for the term of this Agreement and for five (5) years
thereafter, the receiving party shall keep completely confidential and shall
not publish or otherwise disclose and shall not use for any purpose except
for the purposes contemplated by this Agreement any Confidential Information
furnished to it by the disclosing party hereto pursuant to this Agreement,
except that to the extent that it can be established by the receiving party
by competent proof that such Confidential Information:

(i) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure;

(ii) was generally available to the public or otherwise part of
the public domain at the time of its disclosure to the receiving party;

(iii) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement;

(iv) was independently developed by the receiving party as
demonstrated by documented evidence prepared contemporaneously with such
independent development; or

(v) was subsequently lawfully disclosed to the receiving party by
a person other than a party hereto.

8.2 PERMITTED USE AND DISCLOSURES. SuperGen may disclose Stehlin's
Confidential Information to third parties that assist SuperGen with respect
to the development of Licensed Products provided that such third parties
agree in writing to provisions no less protective of Stehlin than the
provisions of this Article 8. Further, each party hereto may use or disclose
information disclosed to it by the other party to the extent such use or
disclosure is reasonably necessary in filing or prosecuting patent
applications, prosecuting or defending litigation, complying with applicable
governmental regulations or otherwise submitting information to tax or other
governmental authorities, conducting clinical trials, or making a permitted
sublicense or otherwise exercising its rights hereunder (except as

-11-
<PAGE>

provided by Section 4.10), provided that if a party is required to make any
such disclosure of another party's confidential information, other than
pursuant to a confidentiality agreement, it will give reasonable advance
notice to the latter party of such disclosure and, save to the extent
inappropriate in the case of patent applications, will use its best efforts
to secure confidential treatment of such information prior to its disclosure
(whether through protective orders or otherwise).

8.3 PUBLIC DISCLOSURES. Stehlin shall provide to SuperGen copies of
any proposed publication or abstract relating to the Patent Rights or Jointly
Owned Patents prior to submission of such documents. Proposed publications
shall be supplied at least sixty (60) days in advance of submission to a
journal, editor or other third party, and proposed abstract at least thirty
(30) days prior to such submission. In addition, the topic and contents of
any proposed oral disclosures regarding the Patent Rights or Jointly Owned
Patents which will be made to third persons by Stehlin shall be disclosed in
writing to SuperGen at least thirty (30) days prior to any proposed oral
presentation. SuperGen shall have thirty (30) days after receipt of such
proposed publications and disclosures to review them. At SuperGen's request,
Stehlin will delay submitting abstracts or manuscripts or making public
presentations for up to ninety (90) days to allow for the filing of patent
applications. Stehlin agrees that it will honor SuperGen's reasonable
requests to remove the Confidential Information of SuperGen included in any
such proposed public disclosure. Notwithstanding the above, in the event
that Stehlin submits any manuscript subject to this Section 8.3
electronically or via an on-line filing, then each of the thirty (30) day
periods set forth above shall be extended to sixty (60) days.

8.4 CONFIDENTIAL TERMS. Except as expressly provided herein, each
party agrees not to disclose any terms of this Agreement to any third party
without the consent of the other party; provided, disclosures may be made as
required by securities or other applicable laws, or to actual or prospective
investors or corporate partners, or to a party's accountants, attorneys and
other professional advisors. Notwithstanding the foregoing, promptly after
the Effective Date, each party may issue a press release, describing the
general nature of this Agreement, that is reasonably acceptable to the other
party.

8.5 KNOW-HOW. In no event may Stehlin disclose the Know-How to any
third party except to a Successor Licensee (as defined in Section 4.10) who
agrees in writing to terms and conditions no less protective of SuperGen than
those set forth in this Article 8 as if such Know-How was SuperGen's
Confidential Information.

9. REPRESENTATIONS AND WARRANTIES

9.1 STEHLIN. Stehlin represents and warrants that: (i) it is a
not-for-profit foundation duly organized and validly existing and in good
standing under the laws of the State of Texas, (ii) the execution, delivery
and performance of this Agreement have been duly authorized by all necessary
action on the part of Stehlin; (iii) it is the sole and exclusive owner of
all right, title and interest in the Patent Rights in existence as of the
Effective Date and has the right to grant the rights and licenses granted
herein; (iv) the Patent Rights are free and clear of any lien, encumbrance,
security interest, or restriction of license, provided that the foregoing
shall not be construed to be a representation or warranty that the
manufacture, use or sale of Licensed Products will not infringe any third
party patent; (v) to the best of

-12-
<PAGE>

Stehlin's knowledge and belief, there are no threatened or pending actions,
suits, investigations, claims or proceeding in any way relating the Licensed
Technology; (vi) it has not previously, and will not at any time while
SuperGen has exclusive rights in any country within the Territory according
to the terms and conditions of this Agreement, grant any third party a
license under the Licensed Technology to make, use or sell Licensed Products
in the Field in such country; and (vii) to the best of Stehlin's knowledge
and belief as of the Effective Date, the manufacture, use or sale of Licensed
Products will not infringe any third party patent.

9.2 ADDITIONAL STEHLIN REPRESENTATIONS AND WARRANTIES. In addition to
the representations and warranties set forth in Section 9.1, Stehlin
represents and warrants that:

(a) EXPERIENCE. Stehlin is capable of evaluating the merits and
risks of its investment in SuperGen and has the capacity to protect Stehlin's
own interests.

(b) ACCESS TO INFORMATION. Stehlin has received and had an
opportunity to review SuperGen's Report on Form 10-K for the fiscal year
ended December 31, 1996, Proxy Statement for the 1997 Annual Meeting of
Shareholders, Report on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997 and Report on Form 8-K filed with the Securities and Exchange
Commission on July 2, 1997 (collectively, the "Public Reports") and discuss
SuperGen's business, management and financial affairs with SuperGen's
management. Stehlin has also had an opportunity to ask questions of officers
of SuperGen, which questions were answered to Stehlin's satisfaction.
Stehlin understands that such discussions, as well as any written information
issued by SuperGen, including the Public Information, were intended to
describe certain aspects of SuperGen's business and prospects but were not a
thorough or exhaustive description.

(c) INVESTMENT INTENT. Stehlin is purchasing the Shares for
investment for its own account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of the
Securities Act. Stehlin understands that the Shares have not been
registered under the Securities Act or other securities laws in reliance on
specific exemptions therefrom, which exemptions depend upon, among other
things, the bona fide nature of Stehlin investment intent as expressed herein.

(d) REGISTRATION OR EXEMPTION REQUIREMENTS. Stehlin further
acknowledges and understands that the Shares must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption
from such registration is available. Stehlin understands that the
certificate(s) evidencing the Shares will be imprinted with a legend that
prohibits the transfer of the Shares unless they are registered or such
registration is not required.

(e) RULE 144. Stehlin understands Rule 144 promulgated under the
Securities Act permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things, the existence of a public market for the Shares, the
availability of certain current public information about SuperGen, more than
one year having elapsed between the resale and the date the security to be
sold was last held by SuperGen or an affiliate of SuperGen, the sale being
made through a "broker's transaction" or in transactions directly with a
"market

-13-
<PAGE>

maker," and the number of shares being sold during any three-month period not
exceeding specified limitations. Stehlin is further aware that Rule 144(k)
permits persons who have not been affiliates of SuperGen for at least three
months and whose shares have been beneficially owned by other than SuperGen
or its affiliates for at least two years after full payment for such shares
to sell such shares without regard to the current public information, manner
of sale and volume limitations described above.

(f) FURTHER LIMITATIONS ON DISPOSITION. Without in any way
limiting the representations set forth above or the limitations set forth in
Section 10.1, Stehlin further agrees that Stehlin shall in no event make any
disposition of all or any portion of the Shares, unless and until (i) there
is then in effect a Registration Statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with
said Registration Statement, (ii) the resale provisions of Rule 144(k) are
available in the opinion of counsel to SuperGen or (iii) (A) Stehlin shall
have notified SuperGen of the proposed disposition and shall have furnished
SuperGen with a detailed statement of the circumstances surrounding the
proposed disposition, (B) Stehlin shall have furnished SuperGen with an
opinion of Stehlin's counsel to the effect that such disposition will not
require registration of such stock under the Securities Act and (C) such
opinion of Stehlin's counsel shall have been concurred with by counsel for
SuperGen, which concurrence shall not be unreasonably withheld, and SuperGen
shall have advised Stehlin of such concurrence.

(g) BROKERS OR FINDERS. Stehlin has not engaged any brokers,
finders, or agents, and SuperGen has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by Stehlin, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement and the transactions
contemplated hereby. In the event that the preceding sentence is in any way
inaccurate, Stehlin agrees to indemnify and hold harmless SuperGen from any
liability for any commission or compensation in the nature of a finder's fee
(and the costs and expenses of defending against such liability or asserted
liability) for which SuperGen, or any of Stehlin's officers, directors,
employees or representatives, is responsible.

9.3 SUPERGEN. SuperGen represents and warrants that: (i) it is a
corporation duly organized validly existing and in good standing under the
laws of the State of Delaware; (ii) the execution, delivery and performance
of this Agreement have been duly authorized by all necessary corporate action
on the part of SuperGen; and (iii) the License Shares are and the Milestone
Shares will be duly authorized, validly issued, fully paid and nonassessable.

9.4 EFFECT OF REPRESENTATIONS AND WARRANTIES. It is understood that if
the representations and warranties made by a party under this Article 9 are
not true and accurate, and the other party incurs damages, liabilities, costs
or other expenses as a result, the party making such representations and
warranties shall indemnify and hold the other party harmless from and against
any such damages, liabilities, costs or other expenses incurred as a result.

-14-
<PAGE>

10. COVENANTS

Stehlin covenants and agrees that, notwithstanding anything in Article 9
to the contrary, it will not sell, transfer or otherwise dispose of its title
to or interest in the Shares acquired pursuant to Article 4 for a period of
eighteen (18) months from the applicable date of issuance of such Shares.

11. PROSECUTION AND ENFORCEMENT

11.1 SUPERGEN'S RESPONSIBILITIES. Stehlin shall be responsible, using
patent counsel acceptable to SuperGen, for the preparation, filing,
prosecution, and maintenance of the patent applications and patents within
Licensed Technology to the extent such patents have issued before the
Effective Date or such patent applications with an effective filing date in
whole or in part before the Effective Date ("Initial Patents"). Except as
set forth above and in subsection (a) below, SuperGen shall have the sole
right (but not the obligation) to control the preparation, filing,
prosecution and maintenance of the Patent Rights and all Jointly Owned
Patents using patent counsel of its choice. Each party shall consult with
the other party regarding the prosecution of any patent applications, by
providing the other party a reasonable opportunity to review and comment on
all proposed submissions to any patent office before submittal, and provided
further that the prosecuting party shall keep the other party reasonably
informed as to the status of such patent applications by promptly providing
the other party with copies of all communications relating to such patent
applications that are received from any patent office, including but not
limited to notices of any interference, reissue, reexamination, opposition,
or request for patent term extension. Each party shall cooperate with
respect to the filing, prosecution and maintenance of patents performed by
the other party.

(a) FAILURE TO PROSECUTE. In the event that Stehlin declines to
further prosecute and/or maintain any patent applications or patents that are
Initial Patents, Stehlin shall provide SuperGen notice thereof at least
thirty (30) days prior to the expiration of any non-extendable deadline
relating to such activities, and SuperGen shall thereafter have the right to
file, prosecute, and maintain such patent applications or patents, at its
expense, using counsel of its choice. SuperGen shall have the right to
offset such expenses against any amounts owed pursuant to Sections 4.4 or
4.5. Stehlin will cooperate with respect to such filing, prosecution and
maintenance under this paragraph. In the event that SuperGen declines to
further prosecute and/or maintain any patent applications or patents that
SuperGen has the right to prosecute and maintain according to this Section
11.1, SuperGen shall provide Stehlin notice thereof at least thirty (30) days
prior to the expiration of any non-extendable deadline relating to such
activities, and Stehlin shall thereafter have the right to file, prosecute,
and maintain such patent applications or patents, at its expense, using
counsel of its choice.

11.2 ENFORCEMENT. If either party hereto becomes aware that any Patent
Rights or Jointly Owned Patents are being or have been infringed by any third
party, such party shall promptly notify the other party hereto in writing
describing the facts relating thereto in reasonable detail. SuperGen shall
have the initial right, but not the obligation, to institute, prosecute and
control any action, suit or proceeding (an "Action") with respect to such
infringement, including any declaratory judgment action,

-15-
<PAGE>

REDACTED
CONFIDENTIAL TREATMENT REQUESTED

at its expense, using counsel of its choice; provided, however, SuperGen
shall be entitled to offset any amount expended in connection with such
Action against up to ** of royalties due under Article 4 with respect to Net
Sales in the country in which such infringement has taken place. Stehlin
shall cooperate reasonably with SuperGen and/or join as a party plaintiff, at
SuperGen's request, in connection with any such Action. Any amounts
recovered from third parties in any such Action with respect to infringement
of the Patent Rights shall be used first to reimburse Stehlin and SuperGen
for their costs and expenses associated with such Action (including
attorneys' and expert fees) and any remainder treated as Net Sales of
Licensed Products pursuant to Section 4.4, such that Stehlin shall receive
the applicable percentage set forth in Section 4.4. In the event SuperGen
fails to initiate or defend any Action involving the Patent Rights within one
hundred eighty (180) days of receiving notice of any commercially significant
infringement, Stehlin shall have the right, but not the obligation, to
initiate and control such an Action, and SuperGen shall cooperate reasonably
with Stehlin, at Stehlin's request, in connection with any such Action. Any
amounts recovered in such Action filed by Stehlin shall be used first to
reimburse SuperGen and Stehlin for the expenses incurred in connection with
such Action, and any remainder shall be split between SuperGen and Stehlin,
with Stehlin receiving ** of such remainder and SuperGen shall receive ** of
such remainder.

11.3 INFRINGEMENT CLAIMS. If the practice by SuperGen of the license
granted herein results in any allegation or claim of infringement of an
intellectual property right of third party against SuperGen, SuperGen shall
have the exclusive right to defend any such claim, suit or proceeding, at its
own expense, by counsel of its own choice and shall have the sole right and
authority to settle any such suit; provided, however, Stehlin shall cooperate
with SuperGen, at SuperGen's reasonable request, in connection with the
defense of such claim. SuperGen shall be entitled to offset any costs and
expenses (including attorneys' and professional fees) incurred in connection
with any such proceeding against any amounts it would otherwise owe Stehlin
under Article 4, with respect to Net Sales in the country in which such
infringement is alleged to have occurred, up to a maximum of ** of such
amounts.

12. ARBITRATION

Stehlin and SuperGen agree that any dispute or controversy arising out
of, in relation to, or in connection with this Agreement, or the validity,
enforceability, construction, performance or breach thereof, shall be settled
by binding arbitration in Chicago, Illinois, United States of America, under
the then-current Commercial Arbitration Agreement Rules of the American
Arbitration Association by one (1) arbitrator appointed in accordance with
such Rules. The arbitrators shall determine what discovery will be
permitted, based on the principle of limiting the cost and time which the
parties must expend on discovery; provided, the arbitrators shall permit such
discovery as they deem necessary to achieve an equitable resolution of the
dispute. The decision and/or award rendered by the arbitrator shall be
written, final and non-appealable and may be entered in any court of
competent jurisdiction. The parties agree that, any provision of applicable
law notwithstanding, they will not request, and the arbitrator shall have no
authority to award, punitive or exemplary damages against any party. The
costs

-16-
<PAGE>

of any arbitration, including administrative fees and fees of the arbitrator,
shall be shared equally by the parties. Each party shall bear the cost of
its own attorneys' fees and expert fees.

13. INDEMNIFICATION

13.1 STEHLIN INDEMNITY. SuperGen shall indemnify, defend and hold
harmless Stehlin and its directors, officers and employees (each a "Stehlin
Indemnitee") from and against any and all liabilities, damages, losses, costs
or expenses (including reasonable attorneys' and professional fees and other
expenses of litigation and/or arbitration) (a "Liability") resulting from a
claim, suit or proceeding brought by a third party against a Stehlin
Indemnitee, arising from or occurring as a result of activities performed by
SuperGen or its Affiliates, licensees, partners, joint venturers or
distributors in connection with the development, manufacture or sale of any
Licensed Product, except to the extent caused by the willful misconduct of a
Stehlin Indemnitee or as otherwise provided by Section 9.4.

13.2 SUPERGEN INDEMNITY. In the event that and to the extent that
Stehlin appoints a Successor Licensee as provided under Section 4.10 and
excluding claims for which SuperGen is required to indemnify Stehlin pursuant
to Section 13.1, Stehlin shall indemnify, defend and hold harmless SuperGen
and its directors, officers and employees (each a "SuperGen Indemnitee") from
and against any and all Liabilities resulting from a claim, suit or
proceeding brought by a third party against a SuperGen Indemnitee, arising
from or occurring as a result of activities performed by Stehlin or its
Affiliates, licensees, partners, joint venturers or distributors in
connection with the development, manufacture or sale of any Licensed Product,
except to the extent caused by the willful misconduct of a SuperGen
Indemnitee or as otherwise provided by Section 9.4.

14. TERM AND TERMINATION

14.1 TERM. The term of this Agreement shall commence on the Effective
Date, and unless earlier terminated as provided in Article 14, shall continue
in full force and effect on a country-by-country and Licensed
Product-by-Licensed Product basis until there are no remaining royalty
payment obligations in a country, at which time the Agreement shall terminate
in its entirety in such country provided that SuperGen shall have a
perpetual, non-exclusive, royalty-free license under the Know-How, with the
right to grant and authorize sublicenses, to make, have made, import, have
imported, use, sell, offer for sale and otherwise distribute and exploit the
Licensed Products in the Field in such country. As used in this Article 14,
"termination" and all conjugates thereof means any termination or expiration
of this Agreement.

14.2 TERMINATION FOR CAUSE. If either party materially breaches this
Agreement, the other party may elect to give the breaching party written
notice describing the alleged breach. If the breaching party has not cured
such breach within sixty (60) days after receipt of such notice, the
notifying party will be entitled, in addition to any other rights it may have
under this Agreement, to terminate this Agreement effective immediately;
provided, however, if either party receives notification from the other of a
material breach and if the party alleged to be in default notifies the other
party in writing within thirty

-17-
<PAGE>

(30) days of receipt of such default notice that it disputes the asserted
default, the matter will be submitted to arbitration as provided in Article
12 of this Agreement. In such event, the nonbreaching party shall not have
the right to terminate this Agreement until it has been determined in such
arbitration proceeding that the other party materially breached this
Agreement, and the breaching party fails to cure such breach within ninety
(90) days after the conclusion of such arbitration proceeding.

14.3 TERMINATION FOR INSOLVENCY. Either party may terminate this
Agreement if the other becomes the subject of a voluntary or involuntary
petition in bankruptcy or any proceeding relating to insolvency,
receivership, liquidation, or composition or the benefit of creditors, if
that petition or proceeding is not dismissed with prejudice within sixty (60)
days after filing.

14.4 PERMISSIVE TERMINATION. SuperGen may terminate this Agreement
with respect to any country with sixty (60) days written notice to Stehlin,
and agrees that upon such date of termination that it shall then and
thereafter cease all manufacture, use, sale or development of Licensed
Products in the Field in such country.

14.5 EFFECT OF TERMINATION.

(a) ACCRUED RIGHTS AND OBLIGATIONS. Termination of this Agreement
for any reason shall not release any party hereto from any liability which,
at the time of such termination, has already accrued to the other party or
which is attributable to a period prior to such termination, nor preclude
either party from pursuing any rights and remedies it may have hereunder or
at law or in equity which accrued or are based upon any event occurring prior
to such termination.

(b) RETURN OF MATERIALS. Upon any termination of this Agreement,
each party shall promptly return to the other party all Confidential
Information received from the other party (except one copy of which may be
retained for archival purposes).

(c) STOCK ON HAND. In the event this Agreement is terminated for
any reason, SuperGen and its Affiliates and sublicensees shall have the right
to sell or otherwise dispose of the stock of any Licensed Product subject to
this Agreement then on hand, subject to Articles 4 and 5, except to the
extent of materials stockbilled in contemplation of termination.

(d) SUBLICENSEES. In the event of any termination of this
Agreement any sublicensees granted by SuperGen shall remain in full force and
effect and shall be assigned by SuperGen to Stehlin provided that such
sublicenses were entered into in good faith by SuperGen provided that such
sublicenses contain terms and conditions no less protective of Stehlin than
the terms and conditions set forth in Sections 13.1 (subject to Section
13.3), 14.2, 14.3, 14.5(a), 14.5(b), 14.5(c) and Articles 5 (with respect to
royalties due under the sublicense), 6 (with respect to royalties due under
the sublicense), 7, 8 and 15 and further provided that any per unit royalties
set forth in such sublicenses were negotiated in good faith by SuperGen based
upon SuperGen's expectation that it would be receiving such royalties.

(e) USE OF DATA. In the event of any termination of this
Agreement, SuperGen will negotiate in good faith to reach an agreement that
allows Stehlin to use, for commercial purposes, data

-18-
<PAGE>

or other information related to the Licensed Products and generated pursuant
to this Agreement. However, absent reaching such an agreement, Stehlin
request "baseball" arbitration under Article XII to select from between
proposed terms of Stehlin and proposed terms of SuperGen.

14.6 SURVIVAL. Articles 8, 9, 10, 12, 13, 14 and 15 and Sections
2.3(a) and 3.4 of this Agreement shall survive termination of this Agreement
for any reason. For purposes of clarification, SuperGen's unaccrued
obligations under Sections 4.1, 4.2 and 4.3 shall terminate immediately upon
termination of this Agreement for any reason except to the extent that
Stehlin's rights to certain stock have accrued prior to such termination.
For purposes of clarification, all provisions of Section 4.6 shall terminate
immediately upon any termination of this Agreement except to the extent that
SuperGen is required to pay a portion of the Minimum Royalty (as defined in
Section 4.6) according to the terms and conditions of the last sentence in
Section 4.6.

15. MISCELLANEOUS

15.1 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to
principles of conflicts of laws.

15.2 INDEPENDENT CONTRACTORS. The relationship of the parties hereto
is that of independent contractors. The parties hereto are not deemed to be
agents, partners or joint venturers of the others for any purpose as a result
of this Agreement or the transactions contemplated thereby.

15.3 ASSIGNMENT. The parties agree that their rights and obligations
under this Agreement may not be delegated, transferred or assigned to a third
party without prior written consent of the other party hereto except that
SuperGen may assign this Agreement, without such consent, to an entity that
acquires all or substantially all of the business or assets of SuperGen
whether by merger, reorganization, acquisition, sale, or otherwise and
Stehlin may assign this Agreement to a wholly-owned Affiliate. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and assigns.

15.4 RIGHT TO DEVELOP INDEPENDENTLY. Nothing in this Agreement will
impair SuperGen's right to independently acquire, license, develop for
itself, or have others develop for it, intellectual property and technology
performing similar functions as the Licensed Technology or to market and
distribute Licensed Products or other products based on such other
intellectual property and technology, except as otherwise explicitly provided
in this Agreement.

15.5 NOTICES. Any required notices hereunder shall be given in writing
by certified mail or overnight express delivery service (e.g., D.H.L.) at the
address of each party below, or to such other address as either party may
substitute by written notice. Notice shall be deemed served when delivered
or, if delivery is not accomplished by reason or some fault of the addressee,
when tendered.

-19-
<PAGE>

If to Stehlin:

The Stehlin Foundation for Cancer Research
St. Joseph Medical Place
1315 Calhoun, Suite 1818
Houston, Texas 77002
Attn: Robert F. Anderson, Executive Director

with a copy to:

Vinson & Elkins
Suite 800, The Willard Office Building
1455 Pennsylvania Avenue, N.W.
Washington D.C. 20004-1008
Attn: Robert A. Armitage

If to SuperGen:

SuperGen, Inc.
Two Annabel Lane, Suite 220
San Ramon, California 94583
Attn: Chief Financial Officer

with a copy to:

Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Attn: John Roos

15.6 FORCE MAJEURE. Neither party shall lose any rights hereunder or
be liable to the other party for damages or losses (except for payment
obligations) on account of failure of performance by the defaulting party if
the failure is occasioned by war, strike, fire, Act of God, earthquake,
flood, lockout, embargo, governmental acts or orders or restrictions, failure
of suppliers, or any other reason where failure to perform is beyond the
reasonable control and not caused by the negligence, intentional conduct or
misconduct of the nonperforming party has exerted all reasonable efforts to
avoid or remedy such force majeure; provided, however, that in no event shall
a party be required to settle any labor dispute or disturbance.

15.7 COMPLIANCE WITH LAWS. Each party shall furnish to the other party
any information requested or required by that party during the term of this
Agreement or any extensions hereof to enable that party to comply with the
requirements of any U.S. or foreign federal, state and/or government agency.

-20-
<PAGE>

15.8 PATENT MARKING. SuperGen agrees to mark and have its Affiliates
and sublicensees mark all Licensed Products they sell or distribute pursuant
to this Agreement in accordance with the applicable statute or regulations in
the country or countries of manufacture and sale thereof.

15.9 LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED BY ARTICLE
13 OR SECTION 9.4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS
AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

15.10 FURTHER ASSURANCES. At any time or from time to time on and
after the date of this Agreement, each party shall at the request of the
other (i) deliver to the other party such records, data or other documents
consistent with the provisions of this Agreement, (ii) execute, and deliver
or cause to be delivered, all such consents, documents or further instruments
of transfer or license, and (iii) take or cause to be taken all such actions,
as the other party may reasonably deem necessary or desirable in order for
the other party to obtain the full benefits of this Agreement and the
transactions contemplated hereby.

15.11 SEVERABILITY. In the event that any provisions of this Agreement
are determined to be invalid or unenforceable by a court of competent
jurisdiction, the remainder of the Agreement shall remain in full force and
effect without said provision. The parties shall in good faith negotiate a
substitute clause for any provision declared invalid or unenforceable, which
shall most nearly approximate the intent of the parties in entering this
Agreement.

15.12 MODIFICATION; WAIVER. This Agreement may not be altered, amended
or modified in any way except by a writing signed by both parties. The
failure of a party to enforce any provision of the Agreement shall not be
construed to be a waiver of the right of such party to thereafter enforce
that provision or any other provision or right.

15.13 ENTIRE AGREEMENT. This Agreement including, its Exhibit, sets
forth the entire agreement and understanding of the parties with respect to
the subject matter hereof, and supersedes all prior discussions, agreements
and writings in relating thereto.

15.14 COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original and which together
shall constitute one instrument.

-21-
<PAGE>

IN WITNESS WHEREOF, Stehlin and SuperGen have executed this Agreement by
their respective duly authorized representatives.

SUPERGEN, INC. STEHLIN FOUNDATION
FOR CANCER RESEARCH

By: /s/ Joseph Rubinfeld By: /s/ John S. Stehlin
------------------------------------ ------------------------------
Joseph Rubinfeld, Ph.D. John S. Stehlin
President and Chief Executive Officer Scientific Director

By: /s/ Robert F. Anderson
------------------------------
Robert F. Anderson
Executive Director

By: /s/ Kim D. Wheless
------------------------------
Kim D. Wheless
Chairman of the Board

-22-
<PAGE>

APPENDIX A: PATENTS

U.S. Patent No. 5,352,789, issued OCTOBER 4, 1994, and entitled: METHODS OF
PURIFYING CAMPTOTHECIN COMPOUNDS

U.S. Patent No. 5,527,913, issued JUNE 18, 1996, and entitled: METHOD FOR
PURIFYING CAMPTOTHECIN COMPOUNDS

U.S. Patent No. 5,552,154, issued SEPTEMBER 3, 1996, and entitled: METHOD
FOR TREATING CANCER WITH WATER-INSOLUBLE S-CAMPTOTHECIN OF THE CLOSED LACTONE
RING FORM AND DERIVATIVES THEREOF.

U.S. Patent No. 5,608,066, issued MARCH 4, 1997, and entitled: METHODS FOR
PURIFYING CAMPTOTHECIN COMPOUNDS.

Allowed U.S. Patent Appln. Serial No. 08/474 764, filed JUNE 7, 1995, and
entitled: METHOD FOR TREATING CANCER WITH WATER-INSOLUBLE S-CAMPTOTHECIN OF
THE CLOSED LACTONE RING FORM AND DERIVATIVES THEREOF.

Pending U.S. Patent Appln. Serial No. (UNASSIGNED), filed AUGUST 8, 1997,
(Rule 62 Cont. Appln. of USSN 08/470 427) entitled: METHODS FOR PURIFYING
20(S)-CAMPTOTHECIN

Pending U.S. Patent Appln. Serial No. 08/767,861, filed DECEMBER 17, 1996,
entitled: A METHOD FOR TREATING CANCER WITH WATER-INSOLUBLE S-CAMPTOTHECIN
OF THE CLOSED LACTINE RING FORM AND DERIVATIVES THEREOF.

Pending U.S. Patent Appln. Serial No. 08/713,392, filed SEPTEMBER 13, 1996,
entitled: A METHOD FOR TREATING PANCREATIC CANCER IN HUMANS WITH
WATER-INSOLUBLE S-CAMPTOTHECIN OF THE CLOSED LACTONE RING FORM AND
DERIVATIVES THEREOF.

<PAGE>

EXHIBT 10.30

[LETTERHEAD]

August 13, 1997

Supergen
Two Annabel Lane #220
San Ramon, CA 94583
Attn: Joseph Iovino

Re: Improvements to 1059 Serpentine Lane, Pleasanton, CA

Subj: Authorization to Proceed

Dear Mr. Iovino:

Confirming our meeting this morning, South Bay Construction, Inc. (SBC)
requests your approval to proceed on the above referenced project.

Costs for this project have been identified per our cost breakdown dated
August 8, 1997 (copy attached). This breakdown and supporting documents are
in your possession for review.

South Bay specifically requires your approval to proceed as follows:

1. To release all tasks identified as "committed cost" to begin
mobilization, design engineering, ordering of materials and sequencing
of installation as of Monday, August 18, 1997.

2. To begin demolition for structural footings, plumbing and structural
framing, Monday, August 18, 1997.

This work needs to begin in order to maintain schedule. The current schedule
indicates the completion of the "clinical studies" area October 31, 1997 and
the remainder of the project November 17, 1997. SBC will attempt to complete
the entire project October 31, 1997 per your request.

Minert Architects projects we will have revised plans for our review August
14, 1997 and permit available August 20, 1997. Upon receipt of this
information, we will complete our pricing and present it to your for your
approval at our meeting August 22, 1997. We will also provide a standard AIA
contract for signature at that time.

<PAGE>

We look forward to the opportunity of working with you on this project.
Should you have any questions, please do not hesitate to contact the
undersigned. Please indicate your approval of this request by signature below.

Very truly yours,

/s/ R.W. Paradies

Ronald W. Paradies
Project Manager

RWP/dl

Authorization to Proceed:

By: /s/ Dr. Joseph Rubinfeld, Pres. 8/14/97
---------------------------------------- -------
Name Title Date

cc: Minert Architect

<PAGE>

PROJECT: SUPERGEN SOUTH BAY CONSTRUCTION
SBC Job # Date: 8 Aug 97
Est. No. 5
Loc: 1085 Serpentine Lane Est. by: RWP
Pleasanton, CA 94565
File: SUPGN3.XLS
9600 SF
-------------------
***ESTIMATE***
***SUMMARY***
-------------------

<TABLE>
<CAPTION>
COST BUDGETED COMMITTED CURRENT
CODE TASK COST COST/SF COST PROJECTION
- ---- --------------------------------- -------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
11200 Project Superintendent 31,290 3.26 31,290 31,290
11300 Project Manager 9,792 1.02 9,792 9,792
14150 Drinking Water 150 0.02 150 150
14200 Telephone Service 2,450 0.26 2,450 2,450
14250 Temporary Toilets 680 0.07 680 680
15000 Equipment 2,500 0.26 2,500 2,500
17100 Progressive Clean Up 2,800 0.29 2,800 2,800
17150 Final Clean Up 2,400 0.25 2,400 2,400
17250 Dump Fees 2,060 0.21 2,060
20700 Demolition 14,440 1.50 14,400
33800 Concrete - Patch 4,900 0.51 5,663 5,663
55000 Miscellaneous Metal 42,700 4.45 47,935 47,935
61000 Rough Carpentry 36,660 3.82 39,980 39,980
62200 Millwork & Cabinets 2,700 0.28 2,700
62700 Finish Carpentry 8,100 0.84 8,100
64300 Lab Casework 0 0.00 0
72000 Insulation 4,500 0.47 5,930 5,930
74800 Roof Screen 15,000 1.58 15,000
75100 Roof Patch 5,400 0.56 5,400
77200 Roof Hatch & Ladder 875 0.09 875
82000 Wood Doors 44,010 4.58 43,500 43,500
88000 Glass & Glazing 14,700 1.53 14,700
88050 Glass Block Wall 15,000
92500 Gypsum Board 73,757 7.68 90,047 90,047
93000 Ceramic Tile 11,100 1.18 16,345 16,345
95000 Acoustic Ceiling 13,477 1.40 15,587 15,587
98800 Flooring 34,209 3.56 36,494 36,494
99000 Painting 11,777 1.23 9,969 9,969
101500 Toilet Partitions/Accessories 5,900 0.61 5,900
125100 Miniblinds 6,000
130000 Special Construction 5,000
153000 Fire Protection 16,650 1.73 16,600 16,600
155000 Mechanical 433,000 45.10 525,462 525,462
160000 Electrical 175,000 18.23 276,104 276,104
167200 Security Alarm System 0 0.00 0 0
167400 Communication Cabling 0 0.00 0 0
- --------------------------------------------------------------------------------------
Sub-Total 1,022,977 106.57 1,181,678 1,276,853

17550 Office Supplies 400 0.04 400 400
17600 Blueprints 400 0.04 400 400
17700 Testing & Inspection 0 0.00 0.00 5,000
19200 Permits & Fees 15,000 1.56 15,000
19900 Contingency/Budget Reserve 0 0.00 0.00 63,710
19950 Overhead & Profit 31,217 3.25 37,408 40,841
- --------------------------------------------------------------------------------------
T O T A L > > > > > 1,069,994 111.46 1,219,886 1,402,204
- --------------------------------------------------------------------------------------
</TABLE>

<PAGE>
EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 on Form S-3 to Form SB-2 in the Registration Statement (Form
S-3, No. 333-476-LA) and related Prospectus of SuperGen, Inc. for the
registration of 4,724,302 shares of its common stock and to the incorporation by
reference therein of our report dated January 15, 1997, except as to the third
paragraph of Note 2 as to which the date is January 24, 1997, with respect to
the consolidated financial statements of SuperGen, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP

Palo Alto, California

October 1, 1997