SUPERGEN INC, POS AM, 1997-08-15

SUPERGEN INC
POS AM, 1997-08-15
PHARMACEUTICAL PREPARATIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997

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

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

POST-EFFECTIVE

AMENDMENT NO. 1

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. / /

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<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. 1 is $0: A total
of $28,468 was previously paid.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 15, 1997

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., 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................................................. $41,704,218(2) $-- $41,704,218(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
$50,000 and after deducting $184,500 of proceeds received by the Company
upon exercise of 20,500 Warrants prior to August 6, 1997.

THE DATE OF THIS PROSPECTUS IS AUGUST , 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.
------------------------

3
<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.

4
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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

5
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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

6
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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

7
<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

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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.

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<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
60% 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

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<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
4,703,802 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 $41,704,218(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 August 6, 1997.

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<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.

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<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 August 6, 1997, there were issued and outstanding 18,011,156
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

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<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 700,000
shares of Common Stock for issuance upon exercise of such warrant (including the
warrants issuable upon exercise of the Representative's Warrant). The
Representative's Warrant will entitle the holder to acquire 350,000 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.

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<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

15
<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

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<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.

17
<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.

18
<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.....................................................
Additional Information....................................................
Incorporation of Certain Documents by Reference...........................
The Company...............................................................
Risk Factors..............................................................
Use of Proceeds...........................................................
Dividend Policy...........................................................
Plan of Distribution......................................................
Description of Securities.................................................
Indemnification...........................................................
Legal Matters.............................................................
Experts...................................................................
</TABLE>

4,724,302 SHARES

[LOGO]

COMMON STOCK

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

PROSPECTUS

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

AUGUST , 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.................................................... $ 25,000
Accounting fees and expenses............................................... 20,000
Transfer Agent and Registrar fees.......................................... 5,000
-------
Total...................................................................... $ 50,000
-------
-------
</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)(h)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.
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.

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

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

II-3
<PAGE>
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 15th day of August, 1997.

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

By: /s/ JOSEPH RUBINFELD
-----------------------------------------
Joseph Rubinfeld
CHIEF EXECUTIVE OFFICER, PRESIDENT,
CHIEF SCIENTIFIC OFFICER 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
and Director
Chief Executive Officer,
/s/ JOSEPH RUBINFELD President, Chief
- ------------------------------ Scientific Joseph August 15, 1997
Joseph Rubinfeld Rubinfeld Officer and
Director (Principal
Executive Officer)

/s/ HANK C. SETTLE, JR. Chief Financial Officer
- ------------------------------ (Principal Financial and August 15, 1997
Hank C. Settle, Jr. Accounting Officer)

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

/s/ DAVID M. FINEMAN*
- ------------------------------ Director August 15, 1997
David M. Fineman

/s/ J. GREGORY SWENDSEN*
- ------------------------------ Director August 15, 1997
J. Gregory Swendsen

/s/ DANIEL ZURR*
- ------------------------------ Director August 15, 1997
Daniel Zurr

/s/ DENIS BURGER*
- ------------------------------ Director August 15, 1997
Denis Burger

/s/ JULIUS VIDA*
- ------------------------------ Director August 15, 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)(h)10.7 Patent Royalty Agreement dated June 30, 1992 between the Registrant and Progenics,
Inc.
(a)(h)10.8 Patent License and Royalty Agreement dated August 30, 1993 between the Registrant
and The Jackson Laboratory.
(a)(h)10.9 Worldwide License Agreement dated March 1, 1994 between the Registrant and Janssen
Biotech, N.V.
(a)(h)10.10 Patent License Agreement dated March 1, 1994 between the Registrant and Cyclex
Inc.
(a)(h)10.11 Patent License and Royalty Agreement dated November 15, 1993 between the
Registrant and The Long Island Jewish Medical Center.
(a)(h)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)(h)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.
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.

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

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

<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. 1 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

August 13, 1997