Exhibit
10.10


 


TRANSFER AGENT INSTRUCTIONS


 


SUPERGEN, INC.


 


June
   , 2003


 


 


Mellon Investor Services LLC

235 Montgomery Street

23rd Floor

San Francisco, California  94104

Attention:  Sharon Magidson


 


Ladies and Gentlemen:


 


Reference is made to that certain Securities
Purchase Agreement, dated as of date hereof (the “Agreement”), by and among SuperGen, Inc., a Delaware
corporation (the “Company”), and
the investors named on the Schedule of Buyers attached thereto (collectively,
the “Holders”), pursuant to which
the Company is issuing to the Holders senior convertible notes (the “Notes”), which are convertible into shares
of common stock of the Company, par value $.001 per share (the “Common Stock”).


 


This letter shall serve as our irrevocable
authorization and direction to you (provided that you are the transfer agent of
the Company at such time) to issue shares of Common Stock upon conversion of
the Notes (the “Conversion Shares”)
to or upon the order of a Holder from time to time upon delivery to you of a properly
completed and duly executed Conversion Notice, in the form attached hereto as Exhibit I,
which has been acknowledged by the Company as indicated by the signature of a
duly authorized officer of the Company thereon.


 


You acknowledge and agree that so long as you
have previously received (a) written confirmation from the Company (or its
outside legal counsel) that either (i) a registration statement covering
resales of the Conversion Shares has been declared effective by the Securities
and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) that sales of the Conversion Shares may be
made in conformity with Rule 144 under the 1933 Act and (b) if applicable, a
copy of such registration statement, then within two (2) business days of your
receipt of the Conversion Notice (provided that any receipt after 1:00 p.m.
pacific time will be considered received on the following business day), you
shall issue the certificates representing the Conversion Shares, and such
certificates shall not bear any legend restricting transfer of the Conversion
Shares thereby and should not be subject to any stop-transfer restriction; provided,
further, however, that if such Conversion Shares are not registered for
resale under the 1933 Act or able to be sold under Rule 144, then, the
certificates for such Conversion Shares shall bear the following legend:


 

















 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT. 
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


A form of written confirmation from counsel
to the Company that a registration statement covering resales of the Conversion
Shares has been declared effective by the SEC under the 1933 Act is attached
hereto as Exhibit II.


 


Please be advised that the Holders are
relying upon this letter as an inducement to enter into the Agreement and,
accordingly, each Holder is a third party beneficiary to these instructions.


 


2

















 


Please execute this letter in the space
indicated to acknowledge your agreement to act in accordance with these
instructions.  Should you have any
questions concerning this matter, please contact Joseph Rubinfeld at (925)
560-0100, or Junling Ma at (650) 493-9300 at Wilson Sonsini Goodrich &
Rosati, PC, our outside legal counsel.


 


 


	
   

  	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUPERGEN, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph Rubinfeld

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President/Chief Executive
  Officer

  
						



 


THE FOREGOING INSTRUCTIONS ARE


ACKNOWLEDGED AND AGREED TO


 


this
       day of June, 2003


 


MELLON
INVESTOR SERVICES LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
  Enclosures

  
	
   

  
	
  cc:

  	
  Smithfield Fiduciary LLC

  	
   

  
	
   

  	
  Omicron Master Trust

  	
   

  
	
   

  	
  Mainfield Enterprises Inc.

  	
   

  
	
   

  	
  Cranshire Capital L.P.

  	
   

  
	
   

  	
  OTAPE LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Eleazer N. Klein, Esq.

  	
   

  
						



 


3

















 


EXHIBIT I


 


SUPERGEN, INC.


CONVERSION NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
CONVERT THIS NOTE INTO COMMON STOCK


 


Reference is
made to the Senior Exchangeable Convertible Note (the “Note”) issued to the undersigned by
SuperGen, Inc. (the “Company”).  In accordance with and pursuant to the Note,
the undersigned hereby elects to convert the Conversion Amount (as defined in
the Note) of the Note indicated below into shares of common stock, par value
$.001 per share, of the Company (the “Company
Common Stock”) as of the date specified below.


 


	
   

  	
  Date of
  Conversion:

  
	
   

  	
   

  
	
   

  	
  Aggregate
  Conversion Amount to be converted:

  
	
   

  	
   

  
	
  Please
  confirm the following information:

  
	
   

  	
   

  
	
   

  	
  Conversion
  Price:

  
	
   

  	
   

  
	
   

  	
  Number of
  shares of Company Common Stock to be issued:

  



 


 


Please issue the Company Common
Stock into which the Note is being converted in the following name and to the
following address:


 


	
   

  	
  Issue to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile
  Number:

  
	
   

  	
   

  
	
   

  	
  Authorization:

  
	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
  Title:

  
	
  Dated:

  
	
   

  	
   

  
	
   

  	
  Account
  Number:

  
	
   

  	
  (if
  electronic book entry transfer)

  
	
   

  	
   

  
	
   

  	
  Transaction
  Code Number:

  
	
   

  	
  (if
  electronic book entry transfer)

  
				



 


4

















 


ACKNOWLEDGMENT


 


The Company
hereby acknowledges this Conversion Notice and hereby directs Mellon Investor
Services LLC to issue the above indicated number of shares of Company Common
Stock in accordance with the Transfer Agent Instructions dated June
   , 2003 from the Company and acknowledged and agreed to by
Mellon Investor Services LLC.


 


	
   

  	
  SUPERGEN, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


5

















 


EXHIBIT II


 


FORM OF NOTICE
OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Mellon Investor Services LLC

235 Montgomery Street

23rd Floor

San Francisco, California  94104

Attention:  Sharon Magidson


 


Re:          SuperGen,
Inc.


 


Ladies and Gentlemen:


 


We are counsel to SuperGen, Inc., a Delaware
corporation (the “Company”), and
have represented the Company in connection with that certain Securities
Purchase Agreement (the “Purchase Agreement”)
entered into by and among the Company and the buyers named therein (collectively,
the “Holders”) pursuant to which
on June    , 2003 the Company issued to the Holders senior
exchangeable convertible notes (the “Notes”)
convertible into shares of the Company’s common stock, par value $.001 per
share (the “Company Common Stock”).  Pursuant to the Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Holders
(the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the
resale of the Registrable Securities (as defined in the Registration Rights
Agreement), including the shares of Company Common Stock issuable upon
conversion of the Notes and the Interest Shares issued or issuable under the
Notes under the Securities Act of 1933, as amended (the “1933 Act”).  In connection with the Company’s obligations under the
Registration Rights Agreement, on
                    ,
2003, the Company filed a Registration Statement on Form S-3 (File No.
333-                         )
(the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Holders as a
selling stockholder thereunder.


 


In connection with the foregoing, we advise
you that a member of the SEC’s staff has advised us by telephone that the SEC
has entered an order declaring the Registration Statement effective under the
1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS],
and we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that as of [time] on [date] any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC, and the Registrable Securities are available for resale
under the 1933 Act pursuant to the Registration Statement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [ISSUER’S COUNSEL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


6

















 


	
  CC:

  	
  SMITHFIELD FIDUCIARY LLC

  
	
   

  	
  OMICRON MASTER TRUST

  
	
   

  	
  MAINFIELD
  ENTERPRISES INC.

  
	
   

  	
  CRANSHIRE CAPITAL L.P.

  
	
   

  	
  OTATO L.P.

  
	
   

  	
   

  



 


7