EXHIBIT
10.3  RESEARCH AGREEMENT (PACLITAXEL)   This Research Agreement (the
Agreement), effective as of the 15th day of November, 1999 (the
Effective Date), is between CLAYTON FOUNDATION FOR RESEARCH, a Texas
nonprofit corporation having its office at One Riverway, Suite 1560, Houston,
Texas 77056 (Clayton); RESEARCH DEVELOPMENT FOUNDATION, a Nevada nonprofit
corporation having its office at 402 North Division Street, Carson City, Nevada
89703 (RDF); and SUPERGEN, INC., a Delaware corporation having an office at
Two Annabel Lane, Suite 220, San Ramon, California 94583 (Company).   WITNESSETH:  WHEREAS, Clayton is a nonprofit
organization exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the Code);  WHEREAS, RDF is a nonprofit
organization exempt from taxation under Section 501(c)(3) of the Code that is
assigned title to inventions, discoveries and know-how arising out of Claytons
research for patenting and licensing;  WHEREAS, Company is interested
in research in the field described in Exhibit A hereto (the Field of
Interest);  WHEREAS, Clayton has ongoing
research involving cancer therapy wherein paclitaxel and analogues thereof are
delivered in liposomes to the respiratory tract via aqueous aerosol droplets,
at Baylor College of Medicine (Institution) under the direction of Vernon
Knight, M.D. (Scientist), at least some of which is directed to the Field of
Interest;  WHEREAS, Company will provide
funding to Clayton for its use in the conduct of further research at
Institution under the direction of Scientist, all as described herein;  WHEREAS, Clayton will assign to
RDF any inventions, discoveries and know-how arising out of such research; and  WHEREAS, RDF will, subject to
the terms and conditions hereof, grant to Company an exclusive license to any
inventions or discoveries arising out of the research funded hereunder;  NOW
THEREFORE, in consideration of the above premises and the mutual covenants and
agreements herein, the parties agree as follows:    
   I.              Supply of Research Material.  Company will provide to Scientist at no cost
such quantities of paclitaxel (GMP grade) as Clayton and Scientist will need to
conduct the research contemplated hereunder. 
Clayton, through Scientist, will notify Company reasonably in advance of
its needs for and quantities of paclitaxel required.  In the event that Company cannot or does not provide Clayton with
the required quantities of paclitaxel, Clayton may purchase such quantities,
and Company will promptly reimburse Clayton for the cost thereof by cash
payment.  Such cost shall not reduce the
amounts that Company agrees to pay Clayton otherwise pursuant to this
Agreement.  2.             Research. 
Clayton will conduct research at Institution under the direction of
Scientist in accordance with the work plan set forth in Exhibit B hereto.  Such work plan may be modified or changed
from time to time by written agreement of Clayton and Company.  3.             Funding. 
Company will provide funding to be used for the performance of this
research as set forth in Exhibit C hereto.  4.             Reporting.  Clayton will keep Company informed of the
progress of the research conducted hereunder. 
Clayton agrees to make periodic informal verbal reports to a designated
representative or representatives of Company, to respond to reasonable
inquiries of Company regarding the status of the research, to promptly disclose
to Company the existence of any discoveries or inventions which are made in the
conduct of the research hereunder, and to provide to Company a detailed written
report to be prepared annually or at the conclusion of the research.  5.             Inventions/Patents.  Any discoveries or inventions which are conceived or reduced to
practice during the term of this Agreement and which directly result from the
performance of the research hereunder, as well as any patent applications and
patents therefor, shall be owned by RDF but shall be subject to Companys
license as set forth below.  RDF shall
have the right in the first instance to elect to prepare, file, prosecute and
maintain patent applications for such inventions and, if it declines to do so,
Company shall have the right to do so. Neither Company nor RDF will forego or
abandon such patenting efforts without first notifying the other party of its
intent and allowing such other party the opportunity to pursue patenting at the
latters sole expense and responsibility.  6.             a.             License.   Any discoveries or inventions hereunder
shall be deemed to be Proprietary Property as defined in the License
Agreement (Paclitaxel) of November 15, 1999, between RDF and Company (the
License Agreement), which License Agreement is incorporated herein by
reference for all purposes.  Thus such
discoveries and inventions automatically shall be licensed exclusively to
Company in the Field of Use as defined in the License Agreement under the terms
and conditions set forth therein. At the appropriate time, the parties agree to
amend Exhibit 1 of the License Agreement to include discoveries and inventions
hereunder as Proprietary Property for   2 
    purposes
of the License Agreement.  b.             Analogue Research; Election.  While paclitaxel and all analogues thereof
are included in the Field of Use granted to Company pursuant to the License
Agreement, the Work Plan (Exhibit B) contemplates that the research pursuant to
this Agreement will be limited to paclitaxel itself.  Clayton, at its sole expense, may conduct research on paclitaxel
analogues (hereafter Analogue(s)) either during or after the term of this
Agreement.  If comparative xenograft
model studies of any Analogue(s) demonstrate equivalency to paclitaxel, Clayton
or RDF may so notify Company in writing. 
Within thirty (30) days from the date of such notice, Company shall
inform Clayton or RDF in writing whether it elects to enter into a research
agreement with Clayton and fund research with respect to the Analogue(s) that
are the subject of Claytons or RDFs notice to Company.  Absent such a timely election by Company,
the Analogue(s) subject of Claytons or RDFs notice to Company shall
thereafter be deemed excluded from the Field of Use of Exhibit 1A of the
License Agreement.  In the event that
Company elects to fund research with respect to the Analogue(s) that are
subject of Claytons or RDFs notice to Company, the parties shall in good
faith negotiate a research agreement with mutually agreeable terms, and Company
will pay to Clayton (i) the amount that Company and Clayton agree upon for
conduct of the research, and (ii) a sum to reimburse Clayton for its research
costs with respect to each of the Analogue(s) up to the date of Companys
written election, said sum to be calculated as follows:  i.              two hundred fifty percent (250%) of the research costs
up to and including $50,000.00; and  ii.             two hundred percent (200%) of the research costs in
excess of $50,000.00.  7.             Term; Termination of Agreement.
Anything herein to the contrary notwithstanding, this Agreement and the
transactions contemplated by this Agreement shall terminate on November 15,
2001; provided that the term hereof may be extended by mutual consent in
writing of Clayton and Company; and provided further that this Agreement may
otherwise be terminated at any time as follows:  a.             Mutual Consent.  By mutual consent in writing of Clayton and
Company.  b.             Companys Failure to Meet Its
Obligations Hereunder.  By Clayton
by written notice to Company if Company fails to carry out its obligations
under the terms of this Agreement or under the terms of other legal agreements
between Company and either RDF or Clayton, and does not cure any such failure
within thirty (30) days after notice thereof from Clayton.    3 
    c.             RDF or Claytons Failure to Meet
Obligations Hereunder.  By Company
by written notice to RDF if RDF or Clayton fail to carry out their obligations
under the terms of this Agreement and do not cure any such failure within
thirty (30) days after notice thereof from Company.  8.             Effect of Termination.  In the event that this Agreement shall be terminated, all further
obligations of the parties under this Agreement shall terminate without further
liability of any party to another; provided, however, that the confidentiality
obligations of the parties contained in Section 17 hereof, Companys license
under discoveries and inventions prior to termination pursuant to Section 6 a.,
and the analogue research and election pursuant to Section 6 b., shall survive
any such termination.  Notwithstanding
the foregoing, a termination shall not relieve any party of any liability for a
breach of, or for any misrepresentation under, this Agreement or be deemed to
constitute a waiver of any available remedy (including specific performance if
available) for any such breach or misrepresentation.  9.             Amendments; Waivers.  This Agreement and any schedule or exhibit
attached hereto may be amended only by agreement in writing of all
parties.  No waiver of any provision nor
consent to any exception to the terms of this Agreement or any agreement
contemplated hereby shall be effective unless in writing and signed by the
party to be bound and then only to the specific purpose, extent and instance so
provided.  10.           Schedules; Exhibits; Integration.  Each schedule and exhibit delivered pursuant
to the terms of this Agreement shall be in writing and shall constitute a part
of this Agreement, although schedules need not be attached to each copy of this
Agreement.  This Agreement, together
with such schedules and exhibits, and the License Agreement constitute the
entire agreement among the parties pertaining to the subject matter hereof and
supersede all prior agreements and understandings of the parties in connection
therewith.  11.           Best Efforts; Further Assurances.  Each party shall use its best efforts to
cause all conditions to its and the other parties obligations hereunder to be
timely satisfied and to perform and fulfill all obligations on its part to be
performed and fulfilled under this Agreement, to the end that the transactions
contemplated by this Agreement shall be effected substantially in accordance
with its terms as soon as reasonably practicable.  The parties shall cooperate with each other in such actions.  12.           Governing Law. 
Except as otherwise expressly provided, this Agreement and the legal
relations between the parties shall be governed by and construed in accordance
with the laws of the State of Nevada applicable to contracts made and performed
in such State and without regard to conflicts of law doctrines, and
jurisdiction and venue for any dispute regarding this Agreement will be in such
State.   4 
   13.           No Assignment. 
Neither this Agreement nor any rights or obligations under it are
assignable without the prior written consent of the other parties hereto.  14.           Headings. 
The descriptive headings of the sections and subsections of this
Agreement are for convenience only and do not constitute a part of this
Agreement.  15.           Counterparts. 
This Agreement and any amendment hereto or any other agreement (or
document) delivered pursuant hereto may be executed in one or more counterparts
and by different parties in separate counterparts.  All of such counterparts shall constitute one and the same
agreement (or other document) and shall become effective (unless otherwise
provided therein) when one or more counterparts have been signed by each party
and delivered to the other parties.  16.           Publicity / Publications.  a.             Clayton and Company shall
coordinate all publicity relating to the transactions contemplated by this
Agreement.  No party hereto shall issue
any press release, publicity statement or other public notice relating to this
Agreement, or the transactions contemplated by this Agreement, without the prior
consent of both Clayton and Company, except to the extent otherwise required by
applicable law.  Unless required by law,
without prior written consent from the other party, a party shall not use for
purposes of sales, advertising, marketing, marking of goods, promotion to
investors, press releases or other publicity, etc.:  (i) the name of (or any other information which would identify)
the other party or any corporation which is controlled by the same persons who control
such other party (Other Corporation); (ii) the names of trustees, directors,
officers, or employees of such other party or an Other Corporation; or (iii)
any trademarks (or adaptations thereof) of such other party or an Other
Corporation.  b.             Each party is prepared to assist
the other parties in seeking patent or copyright protection for proprietary
property owned by the others.  In this
regard, no publication of the subject matter and/or results of the research
conducted hereunder shall be made by any party without giving the other parties
sixty (60) days notice in advance thereof so that patent applications can be
filed before such publication, if appropriate.  17.           Confidentiality. 
All proprietary property and information disclosed by any party (or its
representatives) whether before or after the date hereof, in connection with
the transactions contemplated by, or the discussions and negotiations
preceding, this Agreement to any other party (or its representatives) shall be
kept confidential by such other party and its representatives and, unless
waived in writing by the other parties, shall not be used by any such persons
other than as contemplated by this Agreement, except that such restrictions
shall not apply to:  (i) information
which, at the time of disclosure, is in the public domain or which, after
disclosure, becomes part of the public domain through no fault of the receiving
party; (ii) information which the receiving party can show   5 
   was
in its possession at the time of disclosure and which was not acquired,
directly or indirectly, from the disclosing party; (iii) information which was
lawfully obtained or received from a third party, other than the disclosing
party, having the legal right to transmit same; or (iv) the disclosure of such
information is essential for the commercial exploitation of the Proprietary
Property under this Agreement, provided that such information is disclosed
subject to a secrecy agreement.  If this
Agreement is terminated in accordance with its terms, each party shall use all
reasonable efforts to return upon written request from any other party all
documents (and reproductions thereof) received by it or its representatives
from such other party (and, in the case of reproductions, all such reproductions
made by the receiving party) that include information not within the exceptions
contained in the first sentence of this Section 17, unless the recipients
provide assurances reasonably satisfactory to the requesting party that such
documents have been destroyed; provided, however, that one copy of any such
documentation may be retained by the receiving party for the sole purpose of
monitoring compliance with this Agreement.  18.           Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of
each party, and nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights or remedies of any nature whatsoever
under or by reason of this Agreement. 
Nothing in this Agreement is intended to relieve or discharge the
obligation of any third person to (or to confer any right of subrogation or
action over against) any party to this Agreement.  19.           Notices. 
Any notice or other communication hereunder must be given in writing and
(a) delivered in person, (b) transmitted by telex, telefax or other
telecommunications mechanism, (c) mailed by certified or registered mail,
postage prepaid, receipt requested, or (d) sent by overnight delivery with
charges prepaid and receipt acknowledged, as follows:  If
to Clayton, addressed to: Clayton
Foundation for Research One
Riverway, Suite 1440 Houston,
Texas  77056 Attn: 
C. W. Wellen, President cc: 
James F. Weiler, Esq., Vice President    6 
   If
to RDF, addressed to:  Research
Development Foundation _
Andrew MacKenzie, Esq. 402
North Division Street Carson
City, Nevada 89703 Attn: 
C. W. Wellen, President cc: 
James F. Weiler, Esq.  If to Company,
addressed to:  SuperGen, Inc. Two
Annabel Lane, Suite 220 San Ramon,
California 94583 Attn: 
Simeon Wrenn, Ph.D., Vice President cc: 
Ms. Lucy Chang, Director, Planning and Legal Affairs  or
to such other address or to such other person as the party shall have last
designated by such notice to the other party. 
Each such notice or other communication shall be effective (i) if given
by mail, three (3) days after such communication is deposited in the mails with
postage prepaid, addressed as aforesaid, or (ii) if given by telecommunication
or any other means, when actually received at such address.  20.           Expenses. 
Each party shall pay its own expenses incident to the negotiation,
preparation and performance of this Agreement and the transactions contemplated
hereby, including but not limited to the fees, expenses and disbursements of
their respective accountants and counsel.  21.           Remedies; Waiver. 
All rights and remedies existing under this Agreement and any related
agreements or documents are cumulative to and not exclusive of, any rights or
remedies otherwise available under applicable law.  No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof, nor shall any
single or partial exercise preclude any further or other exercise of such or
any other right.  22.           Attorney Fees.     In the event of any action for the breach
of this Agreement or misrepresentation by any party, the prevailing party shall
be entitled to reasonable attorneys fees, costs and expenses incurred in such
action.  23.           Severability. 
If any provision of this Agreement is determined to be invalid, illegal
or unenforceable by any governmental entity, the remaining provisions of this
Agreement to the extent permitted by law shall remain in full force and effect;
provided that the essential terms and conditions of this Agreement remain
valid, binding and    7 
   enforceable
and provided that the economic and legal substance of the transactions contemplated
is not affected in any manner materially adverse to any party.  In the event of any such determination, the
parties agree to negotiate in good faith to modify this Agreement to fulfill as
closely as possible the original intents and purposes hereof.  To the extent permitted by law, the parties
hereby to the same extent waive any provision of law that renders any provision
hereof prohibited or unenforceable in any respect.   [Remainder of page intentionally
left blank]     8 
   IN WITNESS WHEREOF, each of the
parties hereto has caused this Agreement to be executed by its duly authorized
officers effective as of the date and year first above written.  CLAYTON
  FOUNDATION FOR RESEARCHBy:
  /s/
  C.W. WellenName:
  C.W.
  WellenTitle:
  PresidentDate:
  December
  3, 1999RESEARCH
  DEVELOPMENT FOUNDATIONBy:
  /s/
  Andrew MacKenzieName:
  Andrew
  MacKenzieTitle:
  Vice
  PresidentDate:
  December
  7, 1999SCIENTIST
  
  
  
  SUPERGEN, INC.Agreed to and Accepted:By:
  /s/ Dr. Joseph RubinfeldName:
  Dr. Joseph Rubinfeld/s/ Vernon KnightVernon Knight, M.D. (Scientist)
  Title:
  President & CEODate:
  December 1, 1999    9 
   EXHIBIT A  Field of Interest  Cancer therapy in humans wherein
paclitaxel is delivered in liposomes, lipid complexes, or other liposome
particles, to the respiratory tract via aqueous aerosol droplets.           
   EXHIBIT B  Work Plan   The attachment titled
Paclitaxel Liposome Aerosol Research Plan describes the work plan and is
incorporated by reference herein.         
   EXHIBIT C  Funding Requirements   The attachment titled SuperGen
Budget for Paclitaxel (the Attachment) sets forth the details for funding by
Company of the research to be conducted by Clayton in Years One and Two
pursuant to this Agreement and is incorporated by reference herein.  Upon Companys execution of this
Agreement and for each month thereafter (until Companys transfer to Clayton of
registered stock for Year One as set forth below), Company shall pay Clayton
one-twelfth of the Total Budget amount for Year One as set forth in the
Attachment.  (In addition, for Year Two,
if the registered stock for such year is not issued to Clayton as set forth
below, Company shall for such year make monthly payments in advance to Clayton
in the amount of one-twelfth of the Total Budget amount for Year Two as set
forth in the Attachment.)  Companys obligations to make
monthly cash payments to fund this research shall terminate upon Companys
delivery to Clayton of Registered Stock as set forth below, which stock the
parties agree will be subject to the following terms and conditions and will,
upon request by Clayton, be issued in the name of its nominee:  1.             Shares of Companys common stock (the Registered
Stock) for transfer to Clayton in satisfaction of Companys funding
obligations under this Agreement will be registered with the Securities and
Exchange Commission (SEC).  2.             Under the applicable securities laws, SEC registration
will qualify such shares for immediate sale by Clayton (although the actual
sale thereof by Clayton will be subject to the contractual volume and timing
limitations set forth below).  Company
will provide Clayton with an opinion of Companys legal counsel as to the
foregoing in form reasonably satisfactory to Clayton.  3.             The number of shares of Registered Stock to be initially
provided to Clayton hereunder will reflect the dollar amount for the Total
Budget for Year One as set forth in the Attachment, after deducting the total
cash payments made to Clayton prior to such Registered Stock being transferred
to Clayton.  4.             The per share value of the Registered Stock for Year One
for purposes of calculating the number of shares to be transferred to Clayton
in accordance herewith is to be based upon the floating average sale price of
such stock for the thirty day period prior to the execution date of this
Agreement.    
    5.             On or before December 1, 2000, additional shares of
Registered Stock will be provided by Company to Clayton in an amount reflecting
the Total Budget for Year Two as set forth in the Attachment.  The per share value of the Registered Stock
for Year Two for purposes of calculating the number of shares to be transferred
to Clayton in accordance herewith is to be based upon the floating average sale
price of such stock for the thirty day period prior to the delivery of such
shares to Clayton.  6.             Upon its receipt from Company of shares of Registered
Stock hereunder, Clayton will proceed immediately to sell such shares on the
open market (assuming approval thereof in the opinion of Companys legal
counsel that is provided to Clayton as described above and in a similar opinion
to be provided by Claytons counsel at the expense of Clayton).  However, upon receipt of shares hereunder,
Clayton agrees (a) not to sell, or offer for sale, more than one-fifth of such
shares on any given day, and (b) not to sell, or offer for sale, the entirety
of such shares over a period of less than one to two weeks.  7.             Upon completion and settlement of the sales of such shares
for the year in question (i.e., Year One or Year Two) made by Clayton during
the course of such one to two week period, if the total proceeds from the sale
thereof, plus the total cash payments received by Clayton hereunder for such
year, is less than the Total Budget for such year, then in such event Company
will pay Clayton a sum in cash equal to the difference.  Any such deficiency payment that becomes due
hereunder will be paid to Clayton within one week of its providing notice and
documentation thereof to Company.