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:



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1.5"Licensed Product"shall mean a product:



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.

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

2.1Grant.



2.2Sublicenses.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

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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.

2.3Future 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

3.1Equity 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:



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3.2Running Royalties.SuperGen will pay to Licensor the following amounts, based on its worldwide Net Sales of
Licensed Products:



For
illustration purposes, if the worldwide annual Net Sales of Licensed Products were $[***], the SuperGen would pay $[***] in Running
Royalties derived from the following:



3.3Royalty 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.

3.4One 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

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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.

3.5Combination Products; Third Party Obligations.The amounts payable under Section 3.2 above are
further subject to the following:



3.6Royalty 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.

3.7Payment 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.

3.8Currency 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.

3.9Inspection 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

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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.

3.10Issuance 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

4.1Term.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.

4.2Termination 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 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.

4.3Permissive 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.

4.4Effect of Termination.



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4.5Survival.Articles 1, 5, 7, and 10, and Sections 4.4 - 4.5 shall survive
expiration or termination of this Agreement for any reason.

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ARTICLE 5

CONFIDENTIALITY

5.1Confidential 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.

5.2Permitted 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:



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.

5.3Non-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. 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.

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ARTICLE 6

PATENT PROSECUTION, ENFORCEMENT AND DEFENSE

6.1Licensor'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.

6.2Licensor'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.

6.3Copies.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.

6.4Patent 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.

6.5Enforcement.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.



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6.6Defense.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 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.

6.7Cooperation.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.

6.8Packaging.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

7.1SuperGen.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.

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7.2Licensor.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.

7.3Procedure.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.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1Licensor.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.

8.2SuperGen.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.

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8.3Disclaimer 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 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

10.1Governing 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.

10.2Independent 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.

10.3Assignment.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.

10.4Right to Develop Independently.Nothing in this Agreement will impair SuperGen's right to independently
acquire, license, develop for itself, or have others develop for it, intellectual property and

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technology
performing similar functions as the Licensed Subject Matter or to market and distribute products based on such other intellectual property and technology.

10.5Notices.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:



With
a copy to:



If
to Licensor:



Notice
shall be deemed served when delivered or, if delivery is not accomplished by reason or some fault of the addressee, when tendered.

10.6Force 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.

10.7Compliance 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.

10.8LIMITATION OF LIABILITY.NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

10.9Further 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.

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10.10Severability.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.

10.11Waiver.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.

10.12Entire 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.

10.13Counterparts.This Agreement may be executed in two counterparts, each of which shall be deemed an
original and which together shall constitute one instrument.

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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  
|                                |  | Name: Edward J. Legere
|                                |  | Title: President & CEO

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Exhibit 1

List of Patents and Patent Applications



|Patent/
Application #                                                   |  | Title of Patent/Application                                                                            |  | Date Filed |  | Inventors                         |  | Status                                        
|----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ---------- |  | --------------------------------- |  | ----------------------------------------------
|UTSWMC PATENTS AND PATENT APPLICATIONS FOR VASCULAR TARGETING AGENTS   
|United States Cases                                                     |  |                                                                                                        |  |            |  |                                  
|4,880,935                                                               |  | "Heterobifunctional Linking Agents Derived from N-Succinimido-Dithio-Alpha Methyl-Methylene-Benzoates" |  | 11/14/89   |  | Philip Thorpe                     |  | Issued 11-14-89                               
|5,338,542                                                               |  | "Disulfide Linked Immunotoxins"                                                                        |  | 8/16/94    |  | Philip Thorpe                     |  | Issued 8-16-94                                
|[***]                                                                   |  |                                                                                                        |  |            |  |                                   |  |                                               
|6,004,554 UTSD:344 Div of 279                                           |  | "Methods for Targeting the Vasculature of Solid Tumors"                                                |  | 9/6/94     |  | Philip Thorpe and Francis Burrows |  | Issued 12-21-99                               
|5,855,866 (UTSD:393)                                                    |  | "Methods For Treating the Vasculature of Solid Tumors"                                                 |  | 3/2/94     |  | Philip Thorpe and Francis Burrows |  | Issued 1-5-99                                 
|5,965,132 (UTSD 430) CIP of 393                                         |  | "Methods for Targeting the Vasculature of Solid Tumors"                                                |  | 10/12/99   |  | Philip Thorpe and Francis Burrows |  | Issued 10-12-99                               
|[***]                                                                   |  |                                                                                                        |  |            |  |                                   |  |                                               
|5,776,427 (UTSD:451)                                                    |  | "Methods for Targeting the Vasculature of Solid Tumors"                                                |  | 6/1/95     |  | Philip Thorpe and Francis Burrows |  | Issued 7-7-98                                 
|5,863,538 UTSD:452                                                      |  | "Compositions for Targeting the Vasculature of Solid Tumors"                                           |  | 6/1/95     |  | Philip Thorpe and Francis Burrows |  | Issued 1-26-99                                
|5,660,827 (UTSD:453)                                                    |  | "Antibodies that Bind to Endoglin"                                                                     |  | 6/1/95     |  | Philip Thorpe and Francis Burrows |  | Issued 8-26-97                                
|08/457,031 UTSD:454                                                     |  | "Antibody Conjugates for Targeting the Vasculature of Solid Tumors"                                    |  | 6/1/95     |  | Philip Thorpe and Francis Burrows |  | Combined into 5,660,827 patent which issued   
|6,051,230 UTSD:455 Div. of 430                                          |  | "Compositions for Targeting the Vasculature of Solid Tumors"                                           |  | 6/1/95     |  | Philip Thorpe and Francis Burrows |  | Issued 4-18-00                                
|09/357,592 UTSD:455  1 CIP of UTSD 455                                 |  | "VEGF-Gelonin for Targeting the Vasculature of Solid Tumors"                                           |  | 7/20/99    |  | Philip Thorpe and Francis Burrows |  | Issued 9-17-2002 (issue no. 6,451,312)        
|09/738,970 UTSD: 430-2                                                  |  | "Combined Methods and Compositions for Tumor Vasculature Targeting and Tumor Treatment"                |  | 12/14/00   |  |                                   |  | Published 3-28-2002; (publish no. 20020037289)
|Non-US Cases                                                            |  |                                                                                                        |  |            |  |                                  
|[***]                                                                   |  |                                                                                                        |  |            |  |                                   |  |                                               
|BETH ISRAEL HOSPITAL PATENTS AND PATENT APPLICATIONS FOR TARGETING VEGF
|United States Cases                                                    
|[***]                                                                   |  |                                                                                                        |  |            |  |                                   |  |                                               
|5,659,013 CIP of 07/779,384                                             |  | "Vascular Permeability Factor Targeted Compounds"                                                      |  | 10/24/94   |  | Senger and Dvorak                 |  | Issued 8/19/97                                
|                                                                        |  |                                                                                                        |  |            |  |                                   |  |                                               

---

|5,866,127 CIP of 07/779,384 |  | "Vascular Permeability Factor Targeted Compounds"                                                                                                                         |  | 6/5/95 |  | Senger and Dvorak |  | Issued 2-2-99
|--------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------ |  | ----------------- |  | -------------
|6,022,541                   |  | "Immunological preparation for concurrent specific binding to spatially exposed regions of vascular permeability factor bound in vivo to a tumor associated blood vessel" |  | 3/3/97 |  | Senger and Dvorak |  | Issued 2/8/00
|Non-US Cases               
|[***]                       |  |                                                                                                                                                                           |  |        |  |                   |  |              

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Exhibit 2

SUPERGEN, INC.

INVESTMENT
REPRESENTATION STATEMENT

|PURCHASER        |  | : |  | Peregrine Pharmaceuticals, Inc. ("Peregrine")
|---------------- |  | - |  | ---------------------------------------------
|COMPANY          |  | : |  | SuperGen, Inc. ("Company")                   
|SECURITY         |  | : |  | Common Stock                                 
|NUMBER OF SHARES |  | : |  |                                              
|DATE             |  | : |  | ,                                            

In
connection with the purchase of the above-listed Securities, Peregrine represents to the Company the following:



2

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| |  | Peregrine Pharmaceuticals, Inc.
| |  | -------------------------------
| |  | By:                            
| |  | Title:                         
| |  | Date:                          

3

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Exhibit 3

Licenses granted to Techniclone/Peregrine

1.     Coagulation
Patent License Agreement between University of Texas System and Techniclone Corporation, effective as of October 8, 1998.

2.     License
Agreement between Beth Israel Deaconess Medical Center and Techniclone Corporation, effective as of September 1997.

3.     Amended
and Restated License Agreement between Beth Israel Deaconess Medical Center and Techniclone, effective as of September 1997.

4.     Patent
License Agreement between University of Texas System and Techniclone Corporation, effective as of October 8, 1998.

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Exhibit 4

Peregrine
Pharmaceuticals, Inc.

INVESTMENT
REPRESENTATION STATEMENT

|PURCHASER        |  | : |  | SuperGen, Inc. ("SuperGen")                
|---------------- |  | - |  | -------------------------------------------
|COMPANY          |  | : |  | Peregrine Pharmaceuticals, Inc. ("Company")
|SECURITY         |  | : |  | Common Stock                               
|NUMBER OF SHARES |  | : |  |                                            
|DATE             |  | : |  | ,                                          

In
connection with the purchase of the above-listed Securities, SuperGen represents to the Company the following:



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| |  | SuperGen, Inc.
| |  | --------------
| |  | By:           
| |  |               
| |  |               
| |  |               

2

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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



"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.



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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.



2

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3

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4

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SECTION 2

Miscellaneous



5

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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.



[Signature Page(s) Follow(s)]

6

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The
foregoing Agreement is hereby executed as of the date first above written.

| |  | "COMPANY"  
| |  | -----------
| |  | By:        
| |  | Name:      
| |  | Title:     
| |  | "PURCHASER"
| |  | By:        
| |  | Name:      
| |  | Title:     

[Signature Page to Registration Rights Agreement]

7

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