EXHIBIT 10.82  [* * *] REDACTED CONFIDENTIAL TREATMENT
REQUESTED LICENSE AGREEMENT THIS LICENSE
AGREEMENT (Agreement) is made as of February 13, 2001 (the Effective Date)
by and between Peregrine Pharmaceuticals, Inc., a corporation organized and
existing under the laws of Delaware, having an office located at 14282 Franklin
Ave., Tustin, CA  92780 (Licensor) and
SuperGen, Inc., a corporation organized and existing under the laws of
Delaware, having a principal place of business at 4140 Dublin Blvd., Suite 200,
Dublin, CA  64568 (SuperGen). BACKGROUND WHEREAS,
Licensor has licensed certain Licensed Patents; and WHEREAS,
SuperGen wishes to obtain a license from Licensor to the Licensed Patents, all
on the terms and conditions set forth below. NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS As
used in this Agreement, the following terms shall have the meanings indicated: 1.1           Affiliate shall mean any
corporation or other business entity which during the term of this Agreement
controls, is controlled by, or is under common control with SuperGen, but only
for so long as such entity controls, is controlled by, or is under common
control with SuperGen.  For this
purpose, control shall mean the possession of the power to direct or cause the
direction of the management and the policies of an entity whether through
ownership directly or indirectly of fifty percent (50%) or more of the stock
entitled to vote, and for non-stock organizations, the right to receive fifty
percent (50%) or more of the profits by contract or otherwise, or in countries
where control of fifty percent (50%) or more of such rights is not permitted in
the country where such entity exists, the maximum permitted in such country. 1.2           SuperGen shall mean SuperGen
and its Affiliates. 1.3           Field shall mean vascular
endothelial growth factor (VEGF), in the native, mutants and variants
thereof, conjugated to cytotoxic drugs, toxins, radionuclides or photodynamic
therapy agents for targeting tumors and cells expressing VEGF receptors and
tumor blood vessels for  
   therapy of cancer and blood vessel
proliferative disorders, including but not limited to macular degeneration,
diabetic retinopathy, and pannus formation. 1.4           Licensed Patents
shall mean any and all rights in: 1.4.1        all patents and patent applications
anywhere in the world claiming or disclosing inventions relating to the Field
in or to which Licensor has right, title, and interest, including but not
limited to those patents and patent applications listed in Exhibit 1; 1.4.2        all divisions, continuations,
continuations-in-part, foreign-counterparts, patents of addition, and
substitutions of, and all patents issuing on, any of such patents and patent
applications described in Section 1.4.1 above; and 1.4.3        all registrations, reissues,
reexaminations or extensions of any kind with respect to any of such patents
described in Sections 1.4.1 - 1.4.2 above. 1.5           Licensed Product shall mean
a product: 1.5.1        within the scope of one or more Valid
Claims of the Licensed Patents in the country of manufacture or sale, including
any improvements or modifications to such Product as long as such improvement
or modification fall within the definition of a Valid Claim; or 1.5.2        produced, processed or otherwise
manufactured by a process or method within the scope of one or more Valid
Claims of the Licensed Patents in the country of such manufacture, including
any improvements or modifications to such Product as long as improvement or
modification fall within the definition of a Valid Claim; or 1.5.3        used in a process and/or method within
the scope of one or more Valid Claims of the Licensed Patents in the country
where such product is made or sold. 1.6           Net Sales shall mean amounts
received by SuperGen and its Sublicensees with respect to sales of Licensed
Products to independent third parties, less: 
(i) rebates, credits and cash, trade and quantity discounts, actually taken,
(ii) excise taxes, sales, use, value added, and other consumption taxes and
other compulsory payments to governmental authorities, actually paid, (iii) the
cost of shipping packages and packing, if billed separately, (iv) insurance
costs and outbound transportation charges prepaid or allowed, (v) import and/or
export duties and tariffs actually paid, (vi) amounts allowed or credited due
to returns or uncollectable amounts.  If
a Licensed Product shall be invoiced for a discounted price substantially lower
than customary in the trade, Net Sales shall be based on the customary amount
received for such Licensed Products, provided that the foregoing shall not
apply in the case of shipments made by SuperGen to third parties at no or low
cost in connection with research and development, clinical trials,
compassionate sales, or indigent programs for which no amounts shall be due to
Licensor. 1.7           Sublicensee shall mean any
non-Affiliate third party to whom SuperGen has granted the right to manufacture
and sell Licensed Products.  -2- 
   1.8           Valid Claim shall mean a
claim of an issued and unexpired patent or a claim of a pending patent
application which has not been held unpatentable, invalid or unenforceable by a
court or other government agency of competent jurisdiction and has not been
admitted to be invalid or unenforceable through reissue, re-examination,
disclaimer or otherwise; provided, however, that if any holding of invalidity,
unenforceability or unpatentability is later reversed by a court or agency with
overriding authority, the relevant claim shall be reinstated as a Valid Claim
hereunder with respect to sales made after the date of such reversal.  Notwithstanding the foregoing provisions of
this Section 1.8, if a claim of a pending patent application has not issued as
a claim of an issued patent, within five (5) years after the date from which
such claim takes priority, such pending claim shall not be a Valid Claim for
purposes of this Agreement unless and until the patent is issued including such
claim. ARTICLE 2 LICENSE 2.1           Grant. 2.1.1        Licensed Patents.  Licensor hereby grants to SuperGen an
exclusive, worldwide, royalty-bearing license to Licensors entire interest in
and to Licensed Patents within the Field to: (i) make, have made, use, import,
have imported, sell, offer for sale and otherwise exploit and distribute
Licensed Products, (ii) practice any method, process or procedure included
within the Licensed Patents; and to have any of the foregoing performed on its
behalf by a third party. 2.2           Sublicenses.  SuperGen may grant and authorize sublicenses
within the scope of the license granted to SuperGen pursuant to this Agreement,
provided each such Sublicensee shall agree in writing to be bound by terms and
conditions not inconsistent with the terms and conditions hereof.  SuperGen shall notify Licensor in writing of
the grant of any such sublicense, which notice shall identify the
Sublicensee.  The identity of all
Sublicensees shall be Confidential Information (as defined below) of SuperGen. 2.3           Future Licenses.  Licensor agrees that should Licensor be
offered any option or opportunity to license technology within the Field,
Licensor will communicate with SuperGen regarding such option or opportunity to
license.  Any technology licensed by
Licensor and agreed to by SuperGen during the term of this Agreement within the
Field will be incorporated into this Agreement.  Licensor and SuperGen will update Exhibit 1 of this Agreement as
appropriate to reflect incorporation of such technology. ARTICLE 3 PAYMENTS AND
REPORTS 3.1           Equity Investments, License and
Maintenance Fees.  As consideration
for the rights and licenses granted by Licensor to SuperGen hereunder, SuperGen
agrees to make an equity investment in Licensor and pay the following amounts
at the following times:  -3- 
   3.1.1        Initial Equity Investment.  Within ten (10) days of the Effective Date,
SuperGen shall pay to Licensor six hundred thousand U.S. dollars ($600,000) for
the purchase of 150,000 shares of Licensor common stock (the Licensor
Shares).  In connection with such
purchase SuperGen will execute an investment representation statement in the
form set forth as Exhibit 4.  Within 120
days Licensor will file a registration statement providing for the registration
of the resale of all 150,000 shares by SuperGen, all as set forth more fully in
the registration rights agreement attached as Exhibit 5.  SuperGen agrees to sell no more than 75,000
of the Licensor Shares until the one year anniversary of this Agreement.  SuperGen agrees to sell no more than thirty
thousand (30,000) shares of Licensor Shares per trading day, for so long as
SuperGen holds such shares. 3.1.2        Annual License Fee.  On or about each annual anniversary of the Effective
Date, SuperGen will pay to Licensor two hundred thousand U.S. dollars
($200,000) in cash or SuperGen common stock with piggyback registration rights
therefor.  Payments under this Section
3.1.2 will continue until the first filing of an Investigational New Drug
(IND) Application in the United States for a clinical indication utilizing
the Licensed Patents. 3.1.3        Milestone
Payments. (a)           Phase III.  Upon Commencement of the first Phase III
trial in the United States, Europe or Japan by SuperGen for the first
therapeutic clinical candidate covered under the Licensed Patents, not
necessarily restricted to cancer indications, SuperGen will pay to Licensor the
sum of one million five hundred thousand U.S. dollars ($1,500,000) in cash or
SuperGen stock along with piggyback registration rights therefor.  Upon Commencement of Phase III trial in the
United States, Europe or Japan by SuperGen for subsequent therapeutic clinical
candidates covered under the Licensed Patents, SuperGen will pay to Licensor
the sum of seven hundred and fifty thousand U.S. dollars ($750,000) in cash or
SuperGen stock along with piggyback registration rights therefor.  In the event SuperGen undertakes a Phase
II/III clinical trial , then Commencement of such Phase II/III trial, and not
of a Phase III trial, shall trigger the payment described in this section.  A Phase II/III trial is defined as a pivotal
study in which a therapeutic clinical candidate is being tested in humans for
safety and efficacy in an expanded patient population at geographically
dispersed clinical sites on the basis of which SuperGen will seek regulatory
approval in lieu of a Phase III trial. 
Determination that a clinical trial is a Phase II/III shall be
exclusively by SuperGen after conferring with the appropriate regulatory
authority.  Commencement
(Commencement) is defined as the dosing of the first patient under a protocol
involving a therapeutic clinical candidate covered under the Licensed Patents,
not necessarily restricted to cancer indications. (b)           Approvals.  Upon receiving regulatory approval in the
United States for the first therapeutic clinical candidate covered under the
Licensed Patents, not necessarily restricted to cancer indications, SuperGen
will pay to Licensor the sum of three million five hundred thousand U.S.
dollars ($3,500,000) in cash or SuperGen stock along with piggyback
registration rights therefor.  Upon
SuperGen receiving regulatory approval in a European nation for the first
therapeutic clinical candidate covered under the Licensed Patents, not
necessarily restricted to cancer indications, SuperGen will pay to Licensor the
sum of one million five hundred thousand U.S. dollars ($1,500,000) in cash or
SuperGen stock along with piggyback registration rights therefor.  -4- 
   Upon Supergen
receiving regulatory approval in Japan for the first therapeutic clinical
candidate covered under the Licensed Patents, not necessarily restricted to
cancer indications, SuperGen will pay to Licensor the sum of one million U.S.
dollars ($1,000,000) in cash or SuperGen stock along with piggyback
registration rights therefor. 3.1.4        Acknowledgment.  It is understood and agreed that license fee
and milestone payments received by SuperGen from Sublicensees shall not include
(i) any royalties received by SuperGen for the sale of Licensed Products by a
Sublicensee, (ii) amounts received by SuperGen for research and development,
(iii) reimbursements of amounts expended or to be expended by SuperGen, (iv)
amounts paid to SuperGen under supply, service or research or development
contracts with the Sublicensee, or (v) amounts paid for equity or debt of
SuperGen. 3.2                           Running Royalties.  SuperGen will pay to Licensor the following
amounts, based on its worldwide Net Sales of Licensed Products: (a)           on its worldwide annual Net Sales of
up to and including $[***], SuperGen will pay to Licensor [***]% of Net Sales; (b)           on its incremental worldwide annual
Net Sales of more than $[***] but up to and including $[***] SuperGen will pay
to Licensor [***]% of Net Sales; (c)           on its incremental worldwide annual
Net Sales of more than $[***], SuperGen will pay to Licensor [***]% of Net
Sales. For
illustration purposes, if the worldwide annual Net Sales of Licensed Products
were $[***], the SuperGen would pay $[***] in Running Royalties derived from
the following: [***]% on the
first $[***] for a royalty calculated at $[***] [***]% on the
incremental $[***] for a royalty calculated at $[***] [***]% on the
final $[***] for a royalty calculated at $[***] 3.3           Royalty Term.  The obligation of SuperGen to pay royalties
under this Article 3 shall continue on a Licensed Product by Licensed Product
and country-by-country basis, for so long as there exists a Valid Claim
covering such Licensed Product in the country of such manufacture or sale. 3.4           One Royalty; Non-Royalty Sales.  Only one royalty shall be paid to Licensor
with respect to a particular Licensed Product subject to royalties under this
Article 3, without regard to whether more than one Valid Claim within the
Licensed Patents is applicable to such Licensed Product.  It is understood that royalties shall only
be payable under this Article 3 with respect to Licensed Products the
manufacture, sale or use of which is within the scope of a Valid Claim within
the Licensed Patents in the country for which such Licensed Product is made or
sold.  In no event shall more than one
royalty be due hereunder with respect to any Licensed Product unit.  It is understood that no royalty shall be
due hereunder with respect to sales or other transfers of Licensed Products for
use as samples, in research and development, or clinical trials.  -5- 
   3.5           Combination Products; Third Party
Obligations.  The amounts payable
under Section 3.2 above are further subject to the following: 3.5.1        Combination Products.  In the event that a Licensed Product is sold
in combination with another product, active component or service (Other
Product)  whose sale and use are not
covered by a Valid Claim of the Licensed Patent in the country for which the
combination product is sold, Net Sales from such sales for purposes of
calculating the amounts due under Section 3.2 above shall be calculated by
multiplying the Net Sales of that combination by the fraction
A/(A + B), where A is the gross selling price of the Licensed Product
sold separately and B is the gross selling price of the other product, active
component or service sold separately. 
In the event that no such separate sales are made by SuperGen or its
Sublicensee, Net Sales for royalty determination shall be as reasonably
allocated by SuperGen in consultation with Licensor between such Licensed
Product and such other product, active component or service, based upon their relative
importance and proprietary protection. 3.5.2        Third Party Obligations.  If SuperGen or its Sublicensee is required
to pay a third party a license or similar fee for intellectual property rights
or other technologies which SuperGen, or its Sublicensee, in its reasonable
judgment, determines are necessary or useful to make, use or sell a Licensed
Product, the royalty percentages owed to Licensor for such Licensed Product as
set forth in Section 3.2 (a), (b), and (c) will each be reduced by [***]%, so that
the royalty percentages owed in such case will be [***]%, [***]% and [***]%
respectively. 3.6           Royalty Reports and Payments.  After the first commercial sale by SuperGen,
its Affiliates or Sublicensees of a Licensed Product for which royalties are
payable under this Article 3, SuperGen shall make quarterly written reports to
Licensor within sixty (60) days after the end of each calendar quarter, stating
in each such report the number, description, and aggregate Net Sales of such
Licensed Product sold during the calendar quarter.  Simultaneously with the delivery of each such report, SuperGen
shall pay to Licensor the royalties, if any, due to Licensor for the period of
such report.  If no royalties are due,
SuperGen shall so report.  Such reports
shall be Confidential Information of SuperGen subject to Article 5 herein. 3.7           Payment Method.  Unless otherwise specified by this Agreement
or requested in writing by Licensor, all amounts payable under this Agreement
shall be made by check or wire drawn on a United States bank account and
delivered to Licensor at the address set forth in Section 10.5 or such other
business address as Licensor may designate in writing.  All payments hereunder shall be made in U.S.
dollars.  Any payments that are not paid
on the date such payments are due under this Agreement shall bear interest, to
the extent permitted by applicable law, at the prime rate as reported by the
Chase Manhattan Bank, New York, New York, on the date such payment is due
calculated on the number of days such payment is delinquent. 3.8           Currency Conversion.  If any currency conversion shall be required
in connection with the calculation of royalties hereunder, such conversion
shall be made using the selling exchange rate for conversion of the foreign
currency into U.S. dollars, quoted for current transactions reported in The
Wall Street Journal for the last business day of the calendar quarter to which
such payment pertains.  -6- 
   3.9           Inspection of Books and Records.  SuperGen shall maintain accurate books and
records which enable the calculation of royalties payable hereunder to be
verified.  SuperGen shall retain the
books and records for each quarterly period for three (3) years after the
submission of the corresponding report under Section 3.6 hereof.  Upon thirty (30) days prior notice to
SuperGen, independent accountants selected by Licensor, reasonably acceptable
to SuperGen, after entering into a confidentiality agreement with SuperGen, may
have access to the books and records of SuperGen to conduct a review or audit
once per calendar year, for the sole purpose of verifying the accuracy of
SuperGens payments and compliance with this Agreement.  Licensors failure to audit shall not be
considered a waiver of any objection to the amounts paid by SuperGen.  The accounting firm shall report to Licensor
only whether there has been a royalty underpayment and, if so, the amount
thereof.  Such access shall be permitted
during SuperGens normal business hours during the term of this Agreement and
for three (3) years after the expiration or termination of this Agreement.  Any such inspection or audit shall be at
Licensors expense, excepting that if the audit results show underpayment by
SuperGen of more than fifteen percent (15%) over the course of the entire
period audited, then SuperGen will pay for reasonable audit expenses incurred
by Licensee. 3.10         Issuance of SuperGen Stock.  Each time SuperGen shall issue shares of its
common stock in lieu of cash as provided for in this Article 3 (Licensee
Shares), Licensor shall execute and deliver to SuperGen an Investment
Representation Statement in the form attached hereto as Exhibit 2 prior to such
issuance.  Brokerage fees payable by
Licensor for sale of Licensee Shares issued by SuperGen under this Agreement
shall be paid by SuperGen, provided that Licensor uses SuperGens recommended
broker for such sales.  The Licensee
Shares will be priced at a thirty (30) day running average value as of the date
when a milestone is achieved or the date when a license or maintenance fee is
due.  [***] ARTICLE 4 TERM AND
TERMINATION 4.1           Term.  The term of this Agreement shall commence on
the Effective Date, and unless earlier terminated as provided herein, shall
continue in full force and effect on a country-by-country and Licensed
Product-by-Licensed Product basis until there are no remaining royalty payment
obligations in a country pursuant to Section 3.3, at which time the Agreement
shall expire in its entirety in such country. 
Notwithstanding the above, upon the expiration of this Agreement in any
country pursuant to this Section 4.1, SuperGen shall have a non-exclusive,
irrevocable, fully paid-up right and license to use and exploit the Licensed
Patents in that country. 4.2           Termination for Cause.  If either party materially breaches this
Agreement, the non-breaching party may elect to give the breaching party
written notice describing the alleged breach. 
If the breaching party has not cured such breach within sixty (60) days
after receipt of such notice, the notifying party will be entitled, in addition
to any other rights it may have under this Agreement, to terminate this
Agreement effective immediately; provided, however, if either party receives
notification from the other of a material breach and if the party alleged to be
in breach -7-    notifies the non-breaching party in writing
within thirty (30) days of receipt of default notice that it disputes the
asserted default, the parties shall discuss in good faith and attempt to
resolve such dispute.  If the parties
are unable to resolve such dispute within thirty (30) days after notice of the
dispute is received by the non-breaching party, the matter will be submitted to
arbitration and no termination shall become effective prior to the completion
of such arbitration, and unless approved by the arbitrators. 4.3           Permissive Termination.  SuperGen may terminate this Agreement with
respect to any country and/or any aspect of the Licensed Patents upon thirty
(30) days written notice to Licensor. 4.4           Effect of
Termination. 4.4.1        Accrued Rights and Obligations.  Termination of this Agreement for any reason
shall not release any party hereto from any liability which, at the time of
such termination, has already accrued to the other party or which is
attributable to a period prior to such termination, nor preclude either party
from pursuing any rights and remedies it may have hereunder or at law or in
equity which accrued or are based upon any event occurring prior to such
termination. 4.4.2        Return of Materials.  Upon any termination of this Agreement, each
party shall promptly return to the other party all Confidential Information
received from the other party (except one copy of which may be retained for
archival purposes). 4.4.3        Stock on Hand.  In the event this Agreement is terminated
for any reason, SuperGen and its Sublicensees shall have the right to sell or
otherwise dispose of the stock of any Licensed Product subject to this
Agreement then on hand, subject to Article 3. 4.4.4        Sublicensees.  In the event of any termination of this
Agreement any sublicenses granted by SuperGen shall remain in force and effect
and shall be assigned by SuperGen to Licensor, provided, that such Sublicensee
is currently in good standing with regard to its obligations under the
sublicense or has cured any default or breach within the period provided in
such sublicense, and further provided, that the financial obligations of each
such Sublicensee shall be limited to those due Licensor hereunder for the
practice of such a sublicense. 4.4.5        Unpaid Amounts.  Termination of this Agreement shall not
affect Licensors right to recover from SuperGen any royalties, fees or patent
expenses which SuperGen is obligated to pay to Licensor, which obligation
accrued prior to the effective date of such termination. 4.4.6        Licenses.  Subject to Section 4.1, upon termination of
this Agreement, the licenses granted herein shall terminate and the
intellectual property rights granted herein shall revert to Licensor, at no
cost to Licensor. 4.5           Survival.  Articles 1, 5, 7, and 10, and Sections 4.4 -
4.5 shall survive expiration or termination of this Agreement for any reason.  -8- 
   ARTICLE 5 CONFIDENTIALITY 5.1           Confidential Information.  Except as expressly provided in this
Agreement, neither party shall use for its own benefit or the benefit of any
third party, or disclose to any third party, any confidential, proprietary or
trade secret information (the Confidential Information) received from the
other party hereto, during the term of this Agreement and for five (5) years
thereafter.  All Confidential
Information must be designated as such by disclosing party in writing at or
before the disclosure is made in writing, or within thirty (30) days of such
disclosure. 5.2           Permitted Disclosures.  Notwithstanding Section 5.1 above,
Confidential Information shall not include any of the following information
which the receiving party can demonstrate by competent evidence: 5.2.1        was already known to the receiving
party, other than under an obligation of confidentiality, at the time of
disclosure; 5.2.2        was generally available to the public or
otherwise part of the public domain at the time of disclosure to the receiving
party; 5.2.3        became generally available to the public
or otherwise part of the public domain after its disclosure and other than
through any act or omission of the receiving party in breach of this Agreement; 5.2.4        was independently developed by the
receiving party without reference to any information or materials disclosed by
the disclosing party; or 5.2.5        was subsequently disclosed to the
receiving party by a person other than a party without breach of any legal
obligation to the disclosing party. In
addition, either party may disclose Confidential Information of the other (i)
to their legal representatives, employees and Affiliates, and legal
representatives and employees of Affiliates, consultants and Sublicensees, to
the extent such disclosure is reasonably necessary to achieve the purposes of
this Agreement, and provided such representatives, employees, consultants and
Sublicensees have agreed in writing to obligations of confidentiality with
respect to such information no less stringent than those set forth herein; (ii)
in connection with the filing and support of patent applications; (iii) to a
potential Sublicensee or as reasonably required in the course of a contemplated
public offering or private financing; (iv) to a corporate partner; or (v) if
disclosure is compelled to be disclosed by a court order or applicable law or
regulation, provided that the party compelled to make such disclosure (x)
requests confidential treatment of such information, (y) provides the other
party with sufficient advance notice of the compelled disclosure to provide
adequate time to seek a protective order and (z) discloses only the minimum
necessary to comply with the requirement to disclose. 5.3           Non-Disclosure.  The terms of this Agreement shall not be
disclosed by SuperGen or Licensor to any third party or be published unless
both parties expressly agree otherwise in writing. -9-    The text of any press release to be issued by
SuperGen and/or Licensor concerning this Agreement as well as the precise date
and timing of the press release shall be agreed between the parties in writing
in advance, such agreement not to be unreasonably withheld or delayed.  However, this restriction shall not apply to
announcements required by law or regulation, except that in such event the
parties shall coordinate to the extent possible with respect to the details of
any such announcement.  This restriction
shall not apply to disclosure of this Agreement to certain private third
parties such as the shareholders of either party, investment bankers, attorneys
and other professional consultants, and prospective investors in either
party.  Once a particular disclosure has
been approved, further disclosures which do not differ materially therefrom may
be made without obtaining any further consent of the other party. ARTICLE 6 PATENT
PROSECUTION, ENFORCEMENT AND DEFENSE 6.1           Licensors Responsibilities.  Licensor, in consultation with the
University of Texas and Beth Israel Deaconess Medical Center, as appropriate,
for Licensed Patents licensed to Licensor by the University of Texas and by
Beth Israel Deaconess Medical Center, respectively, shall, using patent counsel
acceptable to SuperGen, have the initial right and obligation to control the
preparation, filing, prosecution and maintenance of the Licensed Patents, and
any interferences, re-examinations, reissues and opposition proceeding relating
thereto.  Licensor shall consult with
SuperGen regarding the conduct of all such activities, by providing SuperGen a
reasonable opportunity to review and comment on all proposed submissions to any
patent office before submission.  For
the purpose of this Agreement, reasonable opportunity shall mean that
SuperGen shall receive from Licensor or its patent counsel true copies of all
documents relating to filing, registration, prosecution, and maintenance of
patent applications and patents within the Licensed Patents as soon as
reasonably practical after Licensor has received such documents and materials
and at least forty-five (45) days before any date imposed upon Licensor for
action or response with respect to such patent applications or patents.  Licensor agrees to consider SuperGens
comments concerning such documents and materials, and shall use its best
efforts to incorporate into the final version of such documents and materials
any modification(s) and/or claim(s) requested by SuperGen. 6.2           Licensors Failure to Prosecute.  In the event Licensor declines to file or
having filed fails to further prosecute or maintain any patent applications or
patents with respect to the Licensed Patents, or conduct any interferences,
re-examinations, reissues, oppositions, within a reasonable time therefor, then
SuperGen shall have the right, upon thirty (30) days prior notice to Licensor,
to prepare, file, prosecute and maintain such patent applications and patents
in such countries as it deems appropriate, and conduct any interferences,
re-examinations, reissues or oppositions, at its sole expense, using patent
counsel of its choice with respect to the Licensed Patents. 6.3           Copies.  Upon request by SuperGen, Licensor shall
promptly provide to SuperGen a copy of any patent applications within the
Licensed Patents filed by Licensor during the term of this Agreement and all
material documents received from or sent to any patent office relating thereto
which relate to the scope, term, maintenance, validity, or enforceability of
any of the Licensed Patents, or any challenge to or change to any of the
preceding. -10- 
   6.4           Patent Term Extensions.  With respect to any patent within the
Licensed Patents, Licensor will designate SuperGen or its designee as its agent
for obtaining an extension of such patent or governmental equivalent which
extends the exclusivity of any of the patent subject matter where available in
any country in the world or if not feasible, at SuperGens option, permit
SuperGen to file in Licensors name or diligently obtain such extension for
SuperGen or its Sublicensee(s), at SuperGens expense.  Furthermore, Licensor shall provide
reasonable assistance to facilitate SuperGens or its Sublicensees efforts to
obtain any such extension. 6.5           Enforcement.  If either party hereto becomes aware that
any Licensed Patents are being or have been infringed by any third party or are
subject to a declaratory judgment action such party shall promptly notify the
other party hereto in writing describing the facts relating thereto in
reasonable detail. 6.5.1        SuperGen.  SuperGen shall have the initial right, but
not obligation, to institute, prosecute and control any such action, suit or
proceeding (an Action) at its expense, using legal counsel acceptable to
Licensor, and Licensor shall cooperate with SuperGen in connection with any
such Action, at SuperGens expense; provided, SuperGen may not enter into any
settlement which admits that any of the Licensed Patents is invalid or
unenforceable.  Any amounts recovered
from third parties in any such Action shall be used first to reimburse SuperGen
and to Licensor, if applicable, for their costs and expenses associated with
such Action (including, without limitation, attorney and expert fees), and the
remainder shall be the property of SuperGen. 6.5.2        Licensor.  In the event SuperGen fails to initiate or
defend any Action involving the Licensed Patents within one (1) year of
receiving notice of any alleged infringement, Licensor shall have the right,
but not the obligation, to initiate such an Action, at its expense, using legal
counsel of its choice; provided, Licensor may not enter into any settlement
which admits that any of the Licensed Patents are invalid or
unenforceable.  Any amounts recovered
from third parties in any such Action shall be used first to reimburse Licensor
and to SuperGen, if applicable,  for
their costs and expenses associated with such Action (including, without
limitation, attorney and expert fees), and the remainder shall be the property
of Licensor. 6.6           Defense.  If SuperGen, its Sublicensee, distributor or
other customer is sued by a third party charging infringement of patent rights
where the infringing action or product involves the development, manufacture,
use, distribution or sale of a Licensed Product, SuperGen will promptly notify
Licensor.  As between the parties to
this Agreement, SuperGen will be entitled to control the defense in any such
action(s) and withhold further payments of the royalties related to such
Licensed Product in the country of suit otherwise payable to Licensor pending
the final judgment or settlement. 
Licensor agrees to reimburse to SuperGen the legal defense costs and
attorney fees incurred in such infringement suit(s) to the extent that such
amounts do not exceed the total sum paid by SuperGen to Licensor under this
Agreement.  If SuperGen is required to
pay a royalty, damages, or other amount to a third party for activities
involving the development, manufacture, use, distribution or sale of a Licensed
Product as a result of a final judgment or settlement, such amounts shall be
reimbursed to SuperGen by Licensor to the extent that such amounts do not
exceed the total sum paid by SuperGen to Licensor under this Agreement.  If SuperGen is required to take a license
and pay a royalty or other amount to a third party to continue to develop,
manufacture, use, distribute -11-    or sell a Licensed Product as a result of a
final judgment or settlement, such amounts may be deducted from the royalties
payable to Licensor hereunder. 6.7           Cooperation.  In any suit, action or other proceeding in
connection with enforcement and/or defense of the Licensed Patents, Licensor
shall cooperate fully, including without limitation by joining as a party
plaintiff and executing such documents as SuperGen may reasonably request.  Furthermore, upon the request of SuperGen,
Licensor shall make available at reasonable times and under appropriate
conditions all relevant records, papers, information, samples and other similar
materials in Licensors possession. 6.8           Packaging.  SuperGen agrees that all Licensed Products
sold by SuperGen will be marked with the patent number of the applicable
Licensed Patent hereunder in accordance with each countrys patent laws. ARTICLE 7 INDEMNIFICATION;
INSURANCE 7.1           SuperGen.  SuperGen shall defend and hold Licensor and
its trustees, officers, agents, faculty, employees and students harmless as
against any judgments, fees, expenses, liabilities or other costs arising from
or incidental to any product liability or other lawsuit, claim, demand or other
action (a Liability) brought by a third party as a consequence of the
practice of  the Licensed  Patents or the sale of the Licensed Product
(together the Licensed Subject Matter) by SuperGen, whether or not Licensor is
named as a party defendant in any lawsuit, except to the extent such Liability
is caused by the negligence or willful misconduct of Licensor.  Practice of Licensed Subject Matter, by a
Sublicensee shall be considered SuperGens practice of said Licensed Subject
Matter for purposes of this Section 7.1. 7.2           Licensor.  Licensor shall defend and hold SuperGen and
its directors, officers, employees and agents harmless as against any
judgments, fees, expenses, liabilities, or other costs arising from or incidental
to any product liability or other lawsuit, claim, demand or other action (also
a Liability) resulting from any claim, suit or proceeding brought by a third
party against any of the foregoing entities, arising out of or in connection
with any misrepresentation with regard to, or breach of any of, the
representations and warranties of Licensor set forth in Article 8, or to the
extent due to the negligence or willful misconduct of Licensor. 7.3           Procedure.  In the event that any indemnitee intends to
claim indemnification under this Article 7 it shall promptly notify the other
party in writing of such potential Liability. 
The indemnifying party shall have the right to control the defense
thereof.  The affected indemnitees shall
cooperate fully with the indemnifying party and its legal representatives in
the investigation and conduct of any Liability covered by this Article 7.  Notwithstanding the foregoing, neither party
shall have indemnity obligations for any claim if the indemnitee seeking
indemnification makes any admission, settlement or other communication
regarding such claim without the prior written consent of the indemnifying
party.  -12- 
   ARTICLE 8 REPRESENTATIONS
AND WARRANTIES 8.1           Licensor.  Licensor represents and warrants that:  (i) it is a corporation duly organized
validly existing and in good standing under the laws of Delaware; (ii) the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of Licensor; (iii) to the
Licensors best knowledge, Licensor is either the sole and exclusive owner of
all right, title and interest in and to or is the exclusive licensee of the
Licensed Patents; (iv) the Licensed Patents are valid and enforceable; (v) the
Licensed Patents are not invalid or non-enforceable in view of any references
currently known to Licensor;  (vi)
Licensor has the right to grant the rights and licenses granted herein; (vii)
to the best of the Licensors knowledge, the Licensed Subject Matter is free
and clear of any lien, encumbrance, security interest or restriction on
license; (viii) to Licensors best knowledge, the practice of the Licensed
Subject Matter will not infringe intellectual property of third parties; (ix)
it has not previously granted, and will not grant during the term of this
Agreement, any right, license or interest in or to the Licensed Subject Matter,
or any portion thereof, inconsistent with the license granted to SuperGen
herein; (x) to the best of Licensors knowledge, there are no threatened or
pending actions, suits, investigations, claims or proceedings in any way
relating to the Licensed Subject Matter; (xi) that the list of patents and
patent applications in Exhibit 1 is a complete and accurate list of all patents
and patent applications owned or controlled by Licensor that relate to the
Field; (xii) that the list of agreements included in this Agreement as Exhibit
3 is a complete and accurate list of agreements entered into by Licensor regarding
the Licensed Subject Matter; (xiii) that the agreements included in this
Agreement as Exhibit 3 are true copies of all original agreements entered into
by Licensor regarding the Licensed Subject Matter; (xiv) that the licensing of
the Subject Matter of the agreements included in this Agreement as Exhibit 3,
and practice of the Subject Matter by SuperGen, is consistent with any
obligations undertaken by Licensor as a condition of entering into such
agreements, (xv) the Field of the license granted in Article 2 is included
within the licenses granted to Licensor by the University of Texas and Beth
Israel Deaconess Medical Center, and (xvi) Licensor warrants that it will
maintain and avoid breach of the licenses that are the subject of this
Agreement. 8.2           SuperGen.  SuperGen represents and warrants that: (i)
it is a corporation duly organized validly existing and in good standing under
the laws of the State of Delaware and (ii) the execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action on the part of SuperGen. 8.3           Disclaimer of Warranties.  Licensor will not, under the provisions of
this Agreement or otherwise, have any direct or indirect control over the
manner in which SuperGen, or its sublicensees or those operating on its behalf,
practice the Licensed Subject Matter, or any use of Licensed Products by any
party.  LICENSED SUBJECT MATTER IS
PROVIDED AS IS, AND LICENSOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT
TO THE PERFORMANCE OF LICENSED PRODUCT(S) INCLUDING THEIR SAFETY,
EFFECTIVENESS, OR COMMERCIAL VIABILITY. 
LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD TO LICENSED PRODUCTS,
INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESSED OR IMPLIED, OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.  SuperGen expressly disclaims all liability -13-    arising from Licensors obligations,
including but not limited to financial payments and royalty reports, to any
person or entity from whom Licensor may have licensed the Licensed Patents. ARTICLE 9 ARBITRATION Licensor
and SuperGen agree that any dispute or controversy arising out of or relating
to this Agreement shall be settled by binding arbitration in San Francisco,
California, United States of America, under the then-current Commercial
Agreement Arbitration Rules of the American Arbitration Association by one (1)
arbitrator appointed in accordance with such Rules.  The arbitrator shall determine what discovery will be permitted,
based on the principle of limiting the cost and time which the parties must
expend on discovery; provided, the arbitrator shall permit such discovery as
they deem necessary to achieve an equitable resolution of the dispute.  The decision and/or award rendered by the
arbitrator shall be written, final and non-appealable and may be entered in any
court of competent jurisdiction.  The
parties agree that, any provision of applicable law notwithstanding, they will
not request, and the arbitrator shall have no authority to award, punitive or
exemplary damages against any party. 
The costs of any arbitration, including administrative fees and fees of
the arbitrator, shall be shared equally by the parties.  Each party shall bear the cost of its own
attorney and expert fees. ARTICLE 10 GENERAL 10.1         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
reference to principles of conflicts of laws. 10.2         Independent Contractors.  The relationship of the parties hereto is
that of independent contractors.  The
parties hereto are not deemed to be agents, partners or joint ventures of the
other for any purpose as a result of this Agreement or the transactions contemplated
thereby. 10.3         Assignment.  This Agreement shall not be assignable by
Licensor without SuperGens prior written consent, not to be unreasonably
withheld; provided, however, that Licensor may assign this Agreement without
such consent in connection with a transfer of all or substantially all of its
assets to which this Agreement relates whether by sale, merger, operation of
law or otherwise.  This Agreement is not
assignable by SuperGen without Licensors prior written consent, which shall
not be unreasonably withheld; provided, however, that SuperGen may assign this
Agreement without such consent in connection with a transfer of all or
substantially all of its assets to which this Agreement relates whether by
sale, merger, operation of law or otherwise. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. 10.4         Right to Develop Independently.  Nothing in this Agreement will impair
SuperGens right to independently acquire, license, develop for itself, or have
others develop for it, intellectual -14-    property and technology performing similar
functions as the Licensed Subject Matter or to market and distribute products
based on such other intellectual property and technology. 10.5         Notices.  Any required notices hereunder shall be
given in writing by certified mail or overnight express delivery service at the
address of each party set forth below, or to such other address as either party
may indicate on its behalf by written notice. If to SuperGen: SuperGen, Inc. 4140 Dublin Blvd, Suite 200 Dublin, California 94568 Attention:  Joseph Rubinfeld, Ph.D., President & CEO With a copy to: Wilson Sonsini Goodrich & Rosati 650 Page Mill Rd. Palo Alto, CA 94304 Attn: John
Roos If to Licensor: Peregrine Pharmaceuticals, Inc. 14282 Franklin Ave. Tustin, CA 92780-7017 Attn:  President & CEO Notice
shall be deemed served when delivered or, if delivery is not accomplished by
reason or some fault of the addressee, when tendered. 10.6         Force Majeure.  Neither party shall lose any rights
hereunder or be liable to the other party for damages or losses (except for
payment obligations) on account of failure of performance by the defaulting
party if the failure is occasioned by war, strike, fire, Act of God, earthquake,
flood, lockout, embargo, governmental acts or orders or restrictions, failure
of suppliers, or any other reason where failure to perform is beyond the
reasonable control and not caused by the negligence, intentional conduct or
misconduct of the non-performing party and the non-performing party has exerted
all reasonable efforts to avoid or remedy such force majeure; provided,
however, that in no event shall a party be required to settle any labor dispute
or disturbance. 10.7         Compliance with Laws.  Each party shall furnish to the other party
any information related to the subject matter of this Agreement requested or
required by that party during the term of this Agreement or any extensions
hereof to enable that party to comply with the requirements of any U.S. or
foreign federal, state and/or government agency. 10.8         LIMITATION OF LIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES -15-    ARISING OUT OF THE PERFORMANCE OF THIS
AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. 10.9         Further Assurances.  At any time or from time to time on and
after the date of this Agreement, Licensor shall at the written request of
SuperGen (i) deliver to SuperGen such records, data or other documents
consistent with the provisions of this Agreement, (ii) execute, and deliver or
cause to be delivered, all such consents, documents or further instruments of
transfer or license, and (iii) take or cause to be taken all such actions, as
SuperGen may reasonably deem necessary or desirable in order for SuperGen to
obtain the full benefits of this Agreement and the transactions contemplated
hereby. 10.10       Severability.  In the event that any provisions of this Agreement
are determined to be invalid or unenforceable by a court of competent
jurisdiction, the remainder of the Agreement shall remain in full force and
effect without said provision.  The
parties shall in good faith negotiate a substitute clause for any provision
declared invalid or unenforceable, which shall most nearly approximate the
intent of the parties in entering this Agreement. 10.11       Waiver.  The failure of a party to enforce any provision of the Agreement
shall not be construed to be a waiver of the right of such party to thereafter
enforce that provision or any other provision or right. 10.12       Entire Agreement; Amendment.  This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and supersedes all prior discussions, agreements and writings in
relating thereto.  This Agreement may
not be altered, amended or modified in any way except by a writing signed by
both parties. 10.13       Counterparts.  This Agreement may be executed in two counterparts,
each of which shall be deemed an original and which together shall constitute
one instrument.  -16- 
   IN
WITNESS WHEREOF, Licensor and SuperGen have executed this Agreement by their
respective duly authorized representatives. PEREGRINE
  PHARMACEUTICALS, INC.
  
  SUPERGEN, INC.(Licensor)
  
  (SuperGen)By:
  /s/
  EDWARD J. LEGERE
  
  By:
  /s/
  JOSEPH RUBINFELDName: Edward J. Legere
  
  
  Dr. Joseph RubinfeldTitle: President & CEO
  
  
  President & CEO -17- 
   Exhibit 1 List of Patents and Patent Applications [***]   
   Exhibit 2 SUPERGEN, INC. INVESTMENT REPRESENTATION STATEMENT  PURCHASER
  :
  Peregrine Pharmaceuticals, Inc.
  (Peregrine)COMPANY
  :
  SuperGen, Inc. (Company)SECURITY
  :
  Common StockNUMBER OF SHARES
  :DATE
  :
  _______________, _____ In
connection with the purchase of the above-listed Securities, Peregrine
represents to the Company the following: (a)           Peregrine is an accredited investor
within the meaning of Rule 501 under the Securities Act of 1933, as amended
(the Securities Act) and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
purchase of the Securities. (b)           Peregrine is aware of the Companys
business affairs and financial condition, and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
to acquire the Securities.  In making
the decision to acquire the Securities, Peregrine is not relying on
representations of any officer, director, stockholder or agent of the
Company.  Peregrine is purchasing these
Securities for its own account for investment purposes only and not with a view
to, or for the resale in connection with, any distribution thereof for
purposes of the Securities Act. (c)           Peregrine understands that the
Securities have not been registered under the Securities Act in reliance upon a
specific exemption therefrom, and that reliance by the Company on such an
exemption is predicated in part on the representations set forth in this
letter. (d)           Peregrine further understands that
the Securities must be held indefinitely unless subsequently registered under
the Securities Act or unless an exemption from registration is otherwise
available.  Moreover, Peregrine
understands that the Company is under no obligation to register the Securities
other than the obligation undertaken in the License Agreement with Peregrine.  In addition, Peregrine understands that the
certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for Peregrine
satisfactory to the Company or unless the Company receives a no-action letter
from the Securities and Exchange Commission. -2- 
   (e)           Peregrine is familiar with the
provisions of Rule 144, promulgated under the Securities Act, which, in
substance, permits limited public resale of restricted securities acquired,
directly or indirectly, from the issuer thereof (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain
conditions, including, among other things: 
(1) the resale occurring not less than one year after the later of the
date the securities were sold by the Company or the date they were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
an affiliate, or of a non-affiliate who has held the securities less than two
years, (2) the availability of certain public information about the Company,
(3) the sale being made through a broker in an unsolicited brokers
transaction or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act of 1934), and (4) the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable. (f)            Peregrine further understands that
at the time Peregrine wishes to sell the Securities there may be no public
market upon which to make such a sale, and that, even if such a public market
exists, the Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, Peregrine would be precluded from selling
the Securities under Rule 144 even if the one-year minimum holding period had
been satisfied. (g)           Peregrine further understands that in
the event all of the applicable requirements of Rule 144 are not satisfied,
registration under the Securities Act, compliance with Regulation A, or some
other registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own
risk.  Peregrine Pharmaceuticals, Inc.By:Title:Date: -3- 
   Exhibit 3 Licenses granted to Techniclone/Peregrine [***]    
   Exhibit 4 Peregrine Pharmaceuticals, Inc. INVESTMENT REPRESENTATION STATEMENT  PURCHASER
  :
  SuperGen, Inc. (SuperGen)COMPANY
  :
  Peregrine Pharmaceuticals, Inc. (Company)SECURITY
  :
  Common StockNUMBER OF SHARES
  :DATE
  :
  ________________, _____ In
connection with the purchase of the above-listed Securities, SuperGen
represents to the Company the following: (a)           SuperGen is an accredited investor
within the meaning of Rule 501 under the Securities Act of 1933, as amended
(the Securities Act) and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
purchase of the Securities. (b)           SuperGen is aware of the Companys
business affairs and financial condition, and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision
to acquire the Securities.  In making
the decision to acquire the Securities, SuperGen is not relying on
representations of any officer, director, stockholder or agent of the
Company.  SuperGen is purchasing these
Securities for its own account for investment purposes only and not with a view
to, or for the resale in connection with, any distribution thereof for
purposes of the Securities Act. (c)           SuperGen understands that the
Securities have not been registered under the Securities Act in reliance upon a
specific exemption therefrom, and that reliance by the Company on such an
exemption is predicated in part on the representations set forth in this
letter. (d)           SuperGen further understands that the
Securities must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption from registration is otherwise
available.  Moreover, SuperGen
understands that the Company is under no obligation to register the Securities
other than the obligation undertaken in the License Agreement with SuperGen.  In addition, SuperGen understands that the
certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for SuperGen
satisfactory to the Company or unless the Company receives a no-action letter
from the Securities and Exchange Commission. (e)           SuperGen is familiar with the
provisions of Rule 144, promulgated under the Securities Act, which, in
substance, permits limited public resale of restricted securities acquired, 
   directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering subject
to the satisfaction of certain conditions, including, among other things:  (1) the resale occurring not less than one
year after the later of the date the securities were sold by the Company or the
date they were sold by an affiliate of the Company, within the meaning of Rule
144; and, in the case of an affiliate, or of a non-affiliate who has held the
securities less than two years, (2) the availability of certain public
information about the Company, (3) the sale being made through a broker in an
unsolicited brokers transaction or in transactions directly with a market
maker (as said term is defined under the Securities Exchange Act of 1934), and
(4) the amount of securities being sold during any three month period not
exceeding the specified limitations stated therein, if applicable. (f)            SuperGen further understands that at
the time SuperGen wishes to sell the Securities there may be no public market
upon which to make such a sale, and that, even if such a public market exists,
the Company may not be satisfying the current public information requirements
of Rule 144, and that, in such event, SuperGen would be precluded from selling
the Securities under Rule 144 even if the one-year minimum holding period had
been satisfied. (g)           SuperGen further understands that in
the event all of the applicable requirements of Rule 144 are not satisfied,
registration under the Securities Act, compliance with Regulation A, or some
other registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own
risk.  SuperGen, Inc.By:Name: Dr. Joseph RubinfeldTitle: President & CEODate: February 13, 2001  -2- 
   Exhibit 5 REGISTRATION RIGHTS AGREEMENT This
Registration Rights Agreement (the Agreement) is made as of February 13,
2001, (the Effective Date) between Peregrine Pharmaceuticals, Inc. (the
Company) and SuperGen, Inc. (the Purchaser). SECTION 1 Restrictions
on Transferability of Securities; 
Compliance with Securities Act; Registration Rights 1.1          Certain
Definitions. 
As used in this Agreement, the following terms shall have the following
respective meanings: Commission
shall mean the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act. Common
Stock shall mean Company Common Stock, no par value per share. Holder
shall mean (i) the Purchaser and (ii) any person holding Registrable Securities
to whom the rights under this Section 1 have been transferred in accordance
with Section 1.13 hereof. License
Agreement shall mean the License Agreement entered into between the
Company and Purchaser dated February 13, 2001. Registrable
Securities means the Shares until such time that such securities have been
(i) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (ii) sold or are, in the
opinion of counsel for the Company, available for sale in a single transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act so that all transfer restrictions and restrictive legends with
respect thereto are removed upon the consummation of such sale. The
terms register, registered and registration refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement. Registration
Expenses shall mean all expenses, except as otherwise stated below,
incurred by the Company in complying with Section 1.5 hereof, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, the expense of any special audits incident to or
required by any such registration (but excluding the compensation of regular
employees of the Company which shall be paid in any event by the Company). 
   Restricted
Securities shall mean the securities of the Company required to bear the
legend set forth in Section 1.3 hereof. Securities
Act shall mean the Securities Act of 1933, as amended, or any similar
federal statute and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. Selling
Expenses shall mean all underwriting discounts, selling commissions and
stock transfer taxes applicable to the securities registered by the Holders
and, except as set forth above, all reasonable fees and disbursements of
counsel for any Holder. Shares
shall mean the shares of Common Stock issued to the Purchaser pursuant to the
License Agreement and any other securities issued in respect of such securities
upon any stock split, stock dividend, recapitalization, merger, consolidation
or similar event. 1.2          Restrictions
on Transferability.  The Shares shall not be sold, assigned, transferred or pledged
except upon the conditions specified in this Section 1.  The Holder will cause any proposed
purchaser, assignee, transferee, or pledgee of any such shares held by the
Holder to agree to take and hold such securities subject to the provisions and
upon the conditions specified in this Section 1. 1.3          Restrictive
Legend. 
Each certificate representing Shares and any other securities issued in
respect of the Shares upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted by
the provisions of Section 1.4 below) be stamped or otherwise imprinted with a
legend in the following form (in addition to any legend required under
applicable state securities laws): THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. Each
Holder consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Common Stock in order to implement
the restrictions on transfer established in this Section 1. 1.4          Restrictions
on Transfer; Notice of Proposed Transfers.  The holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects
with the provisions of this Section 1.4. 
Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities (other than (i) a transfer not involving a change in
beneficial ownership, (ii) any transfer by any Holder to (A) any individual or
entity controlled by, controlling, -2- 
   or under common control with, such Holder or
(B) any entity with respect to which such Holder (or any person controlled by,
controlling, or under common control with, such Holder) has the power to direct
investment decisions, or (iv) in transactions in compliance with Rule 144), and
unless there is in effect a registration statement under the Securities Act
covering the proposed transfer, the holder thereof shall give written notice to
the Company of such holders intention to effect such transfer, sale,
assignment or pledge.  Each such notice
shall describe the manner and circumstances of the proposed transfer, sale,
assignment or pledge in sufficient detail, and shall be accompanied, at such
holders expense by either (i) a written opinion of legal counsel who shall be,
and whose legal opinion shall be, reasonably satisfactory to the Company
addressed to the Company, to the effect that the proposed transfer of the
Restricted Securities may be effected without registration under the Securities
Act, or (ii) a no action letter from the Commission to the effect that the
transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto, whereupon the holder of such Restricted Securities shall be entitled
to transfer such Restricted Securities in accordance with the terms of the
notice delivered by the holder to the Company. 
Each certificate evidencing the Restricted Securities transferred as
above provided shall bear, except if such transfer is made pursuant to Rule
144, the appropriate restrictive legend set forth in Section 1.3 above, except
that such certificate shall not bear such restrictive legend if in the opinion
of counsel for such holder and the Company such legend is not required in order
to establish compliance with any provision of the Securities Act.  Notwithstanding the foregoing, so long as an
executive officer or director of the Holder serves as an executive officer or
director of the Company, the Holder agrees to not sell or transfer the
Registrable Securities during periods outside of the trading windows applicable
to the officers of the Company as set forth in the Companys Insider Trading
Program adopted by the Companys Board of Directors. 1.5          Mandatory
Registration. 
Within one hundred twenty (120) business days after the Effective Date,
the Company shall file with the Commission a registration statement (the
Registration Statement) on an appropriate form for registering for resale by
the Holder the Shares and the Company shall use its best efforts to cause the
Registration Statement to be declared effective no later than 120 days after
the issuance of the Shares (the Required Effective Date) pursuant to the terms
of the License Agreement. 1.6          Expenses
of Registration. 
All Registration Expenses incurred in connection with all registrations
pursuant to Section 1.5 shall be borne by the Company.  Unless otherwise stated, all Selling
Expenses relating to securities registered on behalf of the Holders and all
other Registration Expenses shall be borne by the Holders of such securities
pro rata on the basis of the number of shares so registered. 1.7          Registration
Procedures. 
In the case of each registration, qualification or compliance effected
by the Company pursuant to this Section 1, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof. 
At its expense the Company will: (a)           Prepare and file with the Commission
a registration statement with respect to such securities and use its best
efforts to cause such registration statement to become effective as soon as
possible after the filing thereof, and keep the Registration Statement
effective pursuant to Rule 415 at all times, subject to Section 1.8, until such
date as is the earlier of (i) the date -3- 
   on which all Registrable Securities have been
sold by each Holder, and (ii) the date on which the Registration Rights
terminate as set forth in Section 1.15; and (b)           Furnish to the Holders participating
in such registration and to the underwriters of the securities being registered
such reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities. 1.8          Suspension
of Registration. 
The Company shall promptly notify the Holders of (i) the issuance by the
SEC of a stop order suspending the effectiveness of the Registration Statement,
(ii) the happening of any event, of which the Company has knowledge, as a
result of which the prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omission to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (iii) the occurrence or existence of any
pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of the Registration
Statement, to comply with SEC rules.  In
each case the Company shall use reasonable efforts to promptly prepare a
supplement or amendment to the Registration Statement to correct such untrue
statement or omission, and deliver such number of copies of such supplement or
amendment to each Holder as such Holder may reasonably request; provided that,
the Company may delay to the extent permitted by law the disclosure of material
non-public information concerning the Company the disclosure of which at the
time is not, in the good faith opinion of the Company, in the best interests of
the Company (an Allowed Delay).  The
Company shall promptly notify the Holders in writing of the existence of an
Allowed Delay and shall advise the Holders in writing to cease all sales under
the Registration Statement until the end of the Allowed Delay. 1.9          Indemnification. (a)           The Company will indemnify each
Holder, each of its officers and directors and partners, and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification or compliance has been effected
pursuant to this Section 1, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the Securities
Act, against all expenses, claims, losses, damages or liabilities (or actions
in respect thereof), including any of the foregoing incurred in settlement of
any litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, or any violation by the Company of the Securities Act,
the Exchange Act, state securities law or any rule or regulation promulgated
under such laws applicable to the Company in connection with any such
registration, qualification or compliance, and within a reasonable period the
Company will reimburse each such Holder, each of its officers and directors,
and each person controlling such Holder, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending
any such -4- 
   claim, loss, damage, liability or action;
provided that the Company will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission or alleged untrue statement or omission,
made in reliance upon and in conformity with written information furnished to
the Company by an instrument duly executed by such Holder, controlling person
or underwriter and stated to be specifically for use therein. (b)           Each Holder will, if Registrable
Securities held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers, each underwriter, if any, of the
Companys securities covered by such a registration statement, each person who
controls the Company or such underwriter within the meaning of Section 15 of
the Securities Act, and each other such Holder, each of its officers and
directors and each person controlling such Holder within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
within a reasonable period will reimburse the Company, such Holders, such
directors, officers, persons, underwriters or control persons for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder and stated to be specifically for use
therein.  Notwithstanding the foregoing,
the liability of each Holder under this subsection (b) shall be limited in an
amount equal to the gross proceeds before expenses and commissions to each
Holder received for the shares sold by such Holder, unless such liability
arises out of or is based on willful misconduct by such Holder. (c)           Each party entitled to
indemnification under this Section 1.10 (the Indemnified Party) shall give
notice to the party required to provide indemnification (the Indemnifying
Party) promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such partys expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Section 1
unless the failure to give such notice is materially prejudicial to an
Indemnifying Partys ability to defend such action and provided further, that
the Indemnifying Party shall not assume the defense for matters as to which
there is a conflict of interest or separate and different defenses.  No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. -5- 
   1.10        Information
by Holder. 
The Holder or Holders of Registrable Securities included in any
registration shall furnish to the Company such information regarding such
Holder or Holders, the Registrable Securities held by them and the distribution
proposed by such Holder or Holders as the Company may request in writing and as
shall be required in connection with any registration, qualification or
compliance referred to in this Section 1. 1.11        Rule
144 Reporting. 
With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Restricted Securities to the public without registration, after such time as a
public market exists for the Common Stock of the Company, the Company agrees to
use its best efforts to: (a)           Make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Securities Act or the Exchange
Act; (b)           Use its best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and (c)           So long as a Holder owns any
Restricted Securities to furnish to the Holder forthwith upon request a written
statement by the Company as to its compliance with the reporting requirements
of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents of the Company and other information in the possession of or
reasonably obtainable by the Company as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration. 1.12        Transfer
of Registration Rights.  The rights to cause the Company to register securities granted
Holders under Section 1.5 may be assigned to a transferee or assignee
reasonably acceptable to the Company which acquires at least 100,000 shares of
Registrable Securities in connection with any transfer or assignment of
Registrable Securities by the Holders. SECTION 2 Miscellaneous 2.1          Governing
Law.  This
Agreement shall be governed in all respects by the internal laws of the State
of California. 2.2          Survival.  The covenants and agreements made herein
shall survive the closing of the transactions contemplated hereby. 2.3          Successors
and Assigns. 
Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto. -6- 
   2.4          Entire
Agreement; Amendment.  This Agreement and the License Agreement constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. 
Except as expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought; provided, however, that holders of
a majority of the Registrable Securities may, with the Companys prior written
consent, waive, modify or amend on behalf of all holders, any provisions
hereof. 2.5          Notices,
etc.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid,
or otherwise delivered by hand or by messenger, addressed (a) if to a Holder,
at such address as such Holder shall have furnished the Company in writing, or,
until any such holder so furnishes an address to the Company, then to and at
the address of the last Holder who has so furnished an address to the Company,
or (b) if to the Company, one copy should be sent to its address set forth on
the cover page of this Agreement and addressed to the attention of the
President, or at such other address as the Company shall have furnished to the
Holders. Each
such notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or 72 hours
after the same has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid. 2.6          Delays
or Omissions. 
Except as expressly provided herein, no delay or omission to exercise
any right, power or remedy accruing to any party to this Agreement upon any
breach or default of any other party under this Agreement, shall impair any
such right, power or remedy of such nondefaulting party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative. 2.7          Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument. 2.8          Severability.  In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to
any party. -7- 
   2.9          Titles
and Subtitles. 
The titles and subtitles used in this Agreement are used for convenience
only and are not considered in construing or interpreting this Agreement.  [Signature Page(s) Follow(s)]       -8- 
   The
foregoing Agreement is hereby executed as of the date first above written.  COMPANYBy:Name:Title:PURCHASERBy:Name:
  Dr.
  Joseph RubinfeldTitle:
  President and CEO  [Signature Page to Registration Rights
Agreement]     -9-