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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A(Amendment No. 1)

|ý                                                                | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the Fiscal Year Ended December 31, 2002                     
|OR                                                              
|o                                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission file number 0-27628

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SUPERGEN, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)           |  | 91-1841574(IRS Employer
Identification Number)
|-------------------------------------------------------------------------------- |  | ----------------------------------------------
|4140 Dublin Blvd., Suite 200, Dublin, CA(Address of principal executive offices) |  | 94568(Zip Code)                               
|Registrant's telephone number, including area code:(925) 560-0100               

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Securities registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share(Title of Class)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

The
aggregate market value of the voting stock held by non-affiliates of the Registrant (based on the closing sale price of the Common Stock as reported on the Nasdaq Stock
Market on June 30, 2002, the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $218,673,407. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant's Common Stock as of the close of business on March 18, 2003 was 32,919,674.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10, 11, 12, and 13 of Part III incorporate information by reference from the definitive proxy statement for the Registrant's Annual Meeting of
Stockholders to be held on May 22, 2003.

EXPLANATORY NOTEAMENDMENT NO. 1

SuperGen, Inc. hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2002 to re-file
Exhibit 10.82, License Agreement dated February 13, 2001 between the Registrant and Peregrine Pharmaceuticals, Inc., pursuant to confidential treatment granted. No other items in
the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 are amended.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



PageReport of Ernst & Young LLP, Independent Auditors

F-1Consolidated Balance Sheets

F-2Consolidated Statements of Operations

F-3Consolidated Statement of Changes in Stockholders' Equity

F-4Consolidated Statements of Cash Flows

F-5Notes to Consolidated Financial Statements

F-6




|Exhibit
Number |  | Description of Document                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|(f)3.1         |  | Amended and Restated Certificate of Incorporation of the Registrant.                                                          
|(ff)3.2        |  | Bylaws of the Registrant, as amended and restated through May 30, 2001                                                        
|(m)4.1         |  | Specimen Common Stock Certificate.                                                                                            
|(a)4.2         |  | Form of Representative's Warrant.                                                                                             
|(a)4.3         |  | Form of Warrant Agreement dated March 11, 1996 (including form of Common Stock Purchase Warrant).                             
|(l)10.1        |  | Form of Indemnification Agreement between the Registrant and each of its directors and officers.                              
|(cc)(s)10.2    |  | 1993 Stock Option Plan (as amended through July 11, 2000).                                                                    
|(i)(s)10.3     |  | Forms of stock option agreements under the 1993 Stock Option Plan.                                                            
|(n)(s)10.4     |  | 1996 Directors' Stock Option Plan, as amended effective February 7, 2001                                                      
|(c)(s)10.5     |  | Employees and Consultants Stock Option Agreement/Plan.                                                                        
|(n)(s)10.6     |  | 1998 Employee Stock Purchase Plan, as amended February 7, 2001                                                                
|(b)(q)10.7     |  | Patent License and Royalty Agreement dated August 30, 1993 between the Registrant and The Jackson Laboratory.                 
|(b)(q)10.8     |  | Worldwide License Agreement dated March 1, 1994 between the Registrant and Janssen Biotech, N.V.                              
|(b)(q)10.9     |  | Patent License Agreement dated March 1, 1994 between the Registrant and Cyclex Inc.                                           
|(b)(q)10.10    |  | Patent License and Royalty Agreement dated November 15, 1993 between the Registrant and The Long Island Jewish Medical Center.
|(b)(q)10.11    |  | License Agreement dated February 1, 1995 between the Registrant and Pharmos Corporation.                                      
|(i)10.12       |  | Common Stock Sale/Repurchase Agreement dated August 6, 1997 between Israel Chemicals, Ltd. ("ICL") and the Registrant.        
|(m)10.13       |  | First Amendment to Common Stock Sale/Repurchase Agreement between ICL and the Registrant dated November 12, 1997.             
|               |  |                                                                                                                               

1

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|(bb)(s)10.14 |  | Executive Employment, Confidential Information, Invention Assignment, and Arbitration Agreement dated March 1, 2002 between the Registrant and Joseph Rubinfeld                                                                          
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f)10.15     |  | Office Building Lease dated June 23, 2000 between the Registrant and Koll Dublin Corporate Center, L.P..                                                                                                                                 
|(d)10.16     |  | Purchase and Sale Agreement dated as of September 30, 1996 between the Registrant and Warner-Lambert Company, a Delaware corporation.                                                                                                    
|(e)(q)10.17  |  | Asset Purchase Agreement dated January 15, 1997 between the Registrant and Immunex Corporation, a Washington corporation.                                                                                                                
|(e)10.18     |  | Bishop Ranch Business Park Building Lease dated October 14, 1996 between the Registrant and Annabel Investment Company, a California partnership.                                                                                        
|(g)(q)10.19  |  | License Agreement between Inflazyme Pharmaceuticals Ltd. and the Registrant dated April 11, 1997.                                                                                                                                        
|(g)(q)10.20  |  | Nonexclusive Supply Agreement between the Registrant and Yunnan Hande Technological Development Co. Ltd. dated May 7, 1997.                                                                                                              
|(g)10.21     |  | Assignment and Assumption Agreement between the Registrant and R&S, LLC dated April 17, 1997.                                                                                                                                            
|(h)10.22     |  | Convertible Secured Note, Option and Warrant Purchase Agreement dated June 17, 1997 among the Registrant, Tako Ventures, LLC and, solely as to Sections 5.3 and 5.5 thereof, Lawrence J. Ellison (the "Tako Purchase
Agreement").        
|(r)10.23     |  | Amendment No. 1 to the Tako Purchase Agreement dated March 17, 1999.                                                                                                                                                                     
|(j)10.24     |  | Form of Common Stock Purchase Agreement among the purchasers and the Registrant dated August 29, 1997.                                                                                                                                   
|(j)(q)10.25  |  | License Agreement between Stehlin Foundation for Cancer Research and the Registrant dated September 3, 1997.                                                                                                                             
|(j)10.26     |  | Letter Agreement dated August 13, 1997 between the Registrant and South Bay Construction, Inc.                                                                                                                                           
|(k)(q)10.27  |  | Supply Agreement dated October 20, 1997 between the Registrant and Warner-Lambert Company.                                                                                                                                               
|(l)10.28     |  | Standard Industrial/Commercial Multi-Tenant Lease dated October 13, 1997 between R&S, LLC and Quark Biotech, Inc.                                                                                                                        
|(t)10.29     |  | Registration Rights Agreement dated November 23, 1998.                                                                                                                                                                                   
|(o)10.30     |  | Agreement and Plan of Reorganization by and among the Registrant, Royale Acquisition Corp., and Sparta Pharmaceuticals, Inc. dated January 18, 1999.                                                                                     
|(r)10.31     |  | Stock Purchase Agreement between the Registrant and Tako dated January 29, 1999.                                                                                                                                                         
|(r)10.32     |  | Standard Industrial/Commercial Multi-Tenant Lease dated February 12, 1999 between the Registrant and Sea Cliff Properties, a California general partnership (for the premises at 1075 Serpentine Lane, Pleasanton, California,
 Suite A).
|(r)10.33     |  | Standard Industrial/Commercial Multi-Tenant Lease dated February 12, 1999 between the Registrant and Sea Cliff Properties, a California general partnership (for the premises at 1075 Serpentine Lane, Pleasanton, California,
 Suite B).
|(r)10.34     |  | Secured Promissory Note Commitment dated March 25, 1999 issued by the Registrant to Tako Ventures LLC.                                                                                                                                   
|(r)10.35     |  | Common Stock Purchase Warrant dated March 25, 1999.                                                                                                                                                                                      
|(p)(q)10.36  |  | Letter of Intent regarding Nipent Manufacturing.                                                                                                                                                                                         
|(t)10.37     |  | Common Stock Purchase Agreement dated November 23, 1998.                                                                                                                                                                                 
|(q)(u)10.38  |  | Know-How Transfer and Cooperation Agreement dated September 10, 1999 between the Registrant and Pharmachemie B.V.                                                                                                                        
|             |  |                                                                                                                                                                                                                                          

2

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|(u)10.39     |  | Agreement to Terminate and Release of Collateral dated September 30, 1999 between the Registrant and Tako Ventures, LLC.                                         
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(w)10.40     |  | First Amendment to Agreement and Plan of Reorganization by and among the Registrant, Royale Acquisition Corp. and Sparta Pharmaceuticals, Inc. dated May 15, 1999
|(x)10.41     |  | Form of Warrant Agreement dated August 12, 1999 between the Registrant and ChaseMellon Shareholder Services (including form of Common Stock Purchase Warrant).   
|(y)10.42     |  | Amended & Restated Registration Rights Agreement dated September 1, 1999 between the Registrant and SMALLCAP World Fund, Inc.                                    
|(y)10.43     |  | Purchase Agreement dated September 15, 1999 between the Registrant and The Tail Wind Fund Ltd., Carriage Partners, LLC, and LBI Group Inc.                       
|(y)10.44     |  | Supplement Agreement dated September 23, 1999 between the Registrant and the Tail Wind Fund, Ltd.                                                                
|(y)10.45     |  | Registration Rights Agreement dated September 15, 1999 between the Registrant and The Tail Wind Fund Ltd., Carriage Partners, LLC, and LBI Group Inc.            
|(y)10.46     |  | Form of Warrant Agreement between Registrant and Clipperbay & Co.                                                                                                
|(y)10.47     |  | Form of Warrant Agreement between Registrant and The Tail Wind Fund Ltd., Carriage Partners, LLC, and LBI Group Inc.                                             
|(z)(q)10.48  |  | Common Stock and Option Purchase Agreement, dated December 21, 1999 between the Registrant and Abbott Laboratories                                               
|(z)10.49     |  | Form Registration Rights Agreement                                                                                                                               
|(z)(q)10.50  |  | Worldwide Sales, Distribution, and Development Agreement, dated December 21, 1999 between the Registrant and Abbott Laboratories                                 
|(z)(q)10.51  |  | U.S. Distribution Agreement, Dated December 21, 1999 between the Registrant and Abbott Laboratories                                                              
|(aa)10.52    |  | Registration Rights Agreement dated December 15, 1999 between the Registrant and AVI BioPharma, Inc.                                                             
|(aa)10.53    |  | Subscription Agreement dated December 1, 1999 between the Registrant and AVI BioPharma, Inc.                                                                     
|(bb)10.54    |  | Research Agreement (Camptothecin) dated November 15, 1999 between the Registrant and Clayton Foundation for Research                                             
|(bb)10.55    |  | Research Agreement (Paclitaxel) dated November 15, 1999 between the Registrant and Clayton Foundation for Research                                               
|(bb)10.56    |  | License Agreement (Camptothecin) dated November 15, 1999 between the Registrant and Research Development Foundation                                              
|(bb)10.57    |  | License Agreement (Paclitaxel) dated November 15, 1999 between the Registrant and Research Development Foundation                                                
|(ee)(q)10.58 |  | Amendment No. 1 to License Agreement dated November 1, 1999 between the Registrant and the Stehlin Foundation for Cancer Research                                
|(ee)10.59    |  | United States of America Sales, Distribution, and Development Agreement dated April 4, 2000 between the Registrant and AVI BioPharma, Inc.                       
|(ee)10.60    |  | Common Stock and Warrant Purchase Agreement dated April 4, 2000 between the Registrant and AVI BioPharma, Inc.                                                   
|(dd)10.61    |  | Registration Rights Agreement dated April 4, 2000 between the registrant and AVI BioPharma, Inc.                                                                 
|(ee)10.62    |  | Asset Purchase Agreement dated February 18, 2000 between the Registrant and AMUR Pharmaceuticals, Inc.                                                           
|             |  |                                                                                                                                                                  

3

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|(ee)10.63    |  | Patent and Intellectual Property Assignment Agreement dated September 27, 2000 between the Registrant and AMUR Pharmaceuticals, Inc.                                         
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(dd)10.64    |  | Registration Rights Agreement dated September 27, 2000 between the registrant and AMUR Pharmaceuticals, Inc.                                                                 
|(dd)10.65    |  | Warrant Agreement dated December 23, 1998 between the Registrant and Jesup & Lamont Securities Corporation                                                                   
|(dd)10.66    |  | Warrant Agreement dated October 4, 1999 between the Registrant and Paulson Investment Company, Inc.                                                                          
|(gg)(q)10.67 |  | Supply and Distribution Agreement dated September 21, 2001 between the Registrant and EuroGen Pharmaceuticals Ltd.                                                           
|(hh)10.68    |  | Termination and Release Agreement dated March 4, 2002 between the Registrant and Abbott Laboratories                                                                         
|(ii)10.69    |  | Securities Purchase Agreement dated September 23, 2002 by and between the Registrant and the purchasers named therein                                                        
|(ii)10.70    |  | Registration Rights Agreement dated September 23, 2002 by and between the Registrant and the purchasers named therein                                                        
|(ii)10.71    |  | Form of Warrant dated September 24, 2002 issued to the purchasers under the Securities Purchase Agreement dated September 23, 2002                                           
|(ii)10.72    |  | Warrant dated September 24, 2002 issued Paul Revere LLC                                                                                                                      
|(jj)10.73    |  | Registration Rights Agreement dated March 22, 2001 by and between the Registrant and The Kriegsman Group                                                                     
|(jj)10.74    |  | Warrant A Agreement dated March 22, 2001 by and between the Registrant and The Kriegsman Group                                                                               
|(kk)10.75    |  | Securities Purchase Agreement dated February 26, 2003 by and among the Registrant and the purchasers named therein                                                           
|(kk)10.76    |  | Form of Senior Exchangeable/Convertible Note dated February 26, 2003 issued to the purchasers under the Securities Purchase Agreement dated February 26, 2003                
|(kk)10.77    |  | Registration Rights Agreement dated February 26, 2003 by and among the Registrant and the purchasers named therein                                                           
|(kk)10.78    |  | Form of Warrant dated February 26, 2003 issued to the purchasers under the Securities Purchase Agreement dated February 26, 2003                                             
|(kk)10.79    |  | Pledge Agreement dated February 26, 2003 executed by the Registrant in favor of the purchasers under the Securities Purchase Agreement dated February 26, 2003               
|(kk)10.80    |  | Securities Account Control Agreement dated February 26, 2003 by and among the Registrant, the purchasers named therein, and Mellon Investor Services LLC                     
|(ll)(q)10.81 |  | Pentostatin Supply Agreement dated December 13, 2002 between the Registrant and Hauser Technical Services, Inc.                                                              
|(mm)(q)10.82 |  | License Agreement dated February 13, 2001 between the Registrant and Peregrine Pharmaceuticals, Inc.                                                                         
|(ll)23.1     |  | Consent of Ernst & Young LLP, Independent Auditors                                                                                                                           
|99.1         |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment No. 1 to
the Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of May 2003.

| |  | SUPERGEN, INC.
| |  | --------------
| |  | By:           

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No.1 to the Report on Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

|Signature                                                   |  | Title                                                                                           |  | Date        
|----------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------
|/s/JOSEPH RUBINFELD(Joseph Rubinfeld)                       |  | Chief Executive Officer, President and Director
(Principal Executive Officer)                   |  | May 12, 2003
|/s/EDWARD L. JACOBS(Edward L. Jacobs)                       |  | Chief Business Officer and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | May 12, 2003
|*(Charles Casamento)                                        |  | Director                                                                                        |  | May 12, 2003
|*(Thomas V. Girardi)                                        |  | Director                                                                                        |  | May 12, 2003
|*(Walter J. Lack)                                           |  | Director                                                                                        |  | May 12, 2003
|*(James S.J. Manuso)                                        |  | Director                                                                                        |  | May 12, 2003
|*(Michael Young)                                            |  | Director                                                                                        |  | May 12, 2003
|*    /s/JOSEPH RUBINFELDJoseph Rubinfeld (Attorney-in-fact) |  |                                                                                                 |  |             

S-1

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Certification under Section 302(a) of the Sarbanes-Oxley Act of 2002

I,
Joseph Rubinfeld, certify that:

|      |  |              |  |     |                                                                                                               
|----- |  | ------------ |  | --- | --------------------------------------------------------------------------------------------------------------
|Date: |  | May 12, 2003 |  | By: | /s/JOSEPH RUBINFELDJoseph Rubinfeld, Ph.D. President and Chief Executive
Officer
(Principal Executive Officer)

S-2

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Certification under Section 302(a) of the Sarbanes-Oxley Act of 2002

I,
Edward Jacobs, certify that:

|      |  |              |  |     |                                                                                                                                    
|----- |  | ------------ |  | --- | -----------------------------------------------------------------------------------------------------------------------------------
|Date: |  | May 12, 2003 |  | By: | /s/EDWARD L. JACOBSEdward L. Jacobs Chief Business Officer and Chief
Financial Officer
(Principal Financial and Accounting Officer)

S-3

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