EXHIBIT
10.5          LICENSE AGREEMENT (PACLITAXEL)  BETWEEN  RESEARCH DEVELOPMENT FOUNDATION  AND  SUPERGEN, INC.            
   TABLE OF CONTENTS  ARTICLE
  I DefinitionsARTICLE II Grant of
  LicenseScope of LicenseRight to SublicenseReference and ReviewARTICLE III
  Patents and ImprovementsPatent ApplicationsPatent ProsecutionLicensor ImprovementsLicensee Improvements;
  ReportingLicensee Improvements;
  OwnershipAssistanceImprovements;
  Prosecution by LicenseeInclusionsARTICLE
  IV Royalties and Other ConsiderationLicense
  FeeRoyaltyTerm of Royalty ObligationSublicensesDeductions
  From Royalty Payments; Limitation on Deductions from Royalty PaymentsMilestone PaymentsMarketing ArrangementsConditionsARTICLE V Payment and
  ReportsNotice of Commercial SalePayments and ReportsU.S. DollarsProgress ReportsReport on TerminationBooks and RecordsDelinquent PaymentsARTICLE VI Effort
  to Commercialize  1 
   Commercialization ObligationARTICLE VII
  Protection of PatentsProtectionNotice
  of Infringement; Third Party InfringementNotice
  of Infringement; Claim of Licensee InfringementAssistanceARTICLE VIII
  Disclaimer of Liability and/or WarrantyNo
  WarrantyNo DamagesNo Warranty of
  Quality or UsefulnessIndemnificationInsuranceARTICLE IX Term and
  TerminationTermTermination for
  Cause; InsolvencyDefaultTermination Upon NoticeDiscontinuance of
  CommercializationProvisions Surviving
  TerminationARTICLE X
  Representations and WarrantiesWarranty to TitleNo Other InformationPower and AuthorityCompliance with LawsARTICLE XI
  Agency/Partnership/Use of NameNo
  AgencyNo PartnershipProhibition Against
  Use of NameARTICLE
  XII MarkingARTICLE
  XIII Nondisclosure of Confidential InformationAdditional Permitted
  DisclosuresNon-DisclosureARTICLE XIV MiscellaneousCaptions   2 
    NoticesAssignmentNo
  WaiverChoice of Law and
  JurisdictionSeverabilityFurther ActsEntire AgreementSuccessors and Assigns     3 
     RESEARCH DEVELOPMENT FOUNDATION  LICENSE AGREEMENT   This License Agreement
(hereinafter referred to as Agreement) is made and entered into as of the 15th
day of November, 1999 (the Effective Date of this Agreement), by and between
RESEARCH DEVELOPMENT FOUNDATION (hereinafter referred to as Licensor), a
Nevada nonprofit corporation having its office at 402 North Division Street,
Carson City, Nevada, 89703;  AND  SUPERGEN,
INC. (hereinafter referred to as Licensee), a Delaware corporation having an
office at Two Annabel Lane, Suite 220, San Ramon, California, 94583.  WITNESSETH:  WHEREAS, Licensor is a nonprofit
organization exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986;  WHEREAS, Licensor is the owner
of certain inventions, discoveries, and know-how comprising certain Proprietary
Property (as hereinafter defined);  WHEREAS, Licensor is the owner
of all the right, title and interest in and to said Proprietary Property and
has determined that the grant of a license to Licensee is the only practicable
manner in which the Proprietary Property can be utilized to benefit the public;  WHEREAS, Licensor has filed or
intends to file for patents and/or other protection therefor in the countries
listed in Exhibit 2 hereto;  WHEREAS, Licensee desires to
obtain an exclusive, world-wide license from Licensor as described herein to
produce, have produced, make, have made, manufacture, have manufactured, use,
sell, rent and/or lease (hereafter referred to as make, use or sell) methods,
processes, or  
   products
of Licensors Proprietary Property; and  WHEREAS, Clayton Foundation for
Research (Clayton), Licensor and Licensee have entered into a Research
Agreement (Paclitaxel) of even date herewith whereby Clayton will conduct
research in the field of interest relating to paclitaxel (hereafter the
Research Agreement), which Research Agreement is incorporated by reference
herein for all purposes;  NOW, THEREFORE, in consideration
of the above premises and the covenants herein, the parties agree as follows:   ARTICLE I  Definitions  As used in this Agreement, the
following terms shall have the following respective meanings:  1.1           The term Proprietary Property shall mean and include all
Patent Rights described in Exhibit 1 hereto and Know-How;  1.2           The term Patent Rights shall mean any pending United
States or foreign patent applications and issued patents now or hereafter owned
or controlled by, or assigned to, Licensor which cover the Proprietary Property
and any divisions, substitutions, continuations and continuations-in-part based
thereon, any reissues, reexaminations, patents of addition or importation, or
other extensions thereof.  1.3           The term Know-How shall mean all information, data,
know-how, processes, materials, procedures, compositions, devices, protocols,
designs, specifications, techniques,     2 
    software,
methods, and any clinical diagnostic and regulatory information or filings or
other subject matter necessary or useful for the practice of inventions covered
by the Patent Rights or Licensor Improvements which is owned by Licensor.  Know-How specifically includes existing data
and/or regulatory filings related to the Patent Rights, made or contributed to
or by Licensor or an Other Corporation (as defined herein), or Vernon Knight,
M.D.  1.4           The term Licensed Proprietary Property shall mean and
include the Patent Rights and Know-How which are licensed hereunder to
Licensee.  1.5           The term Product shall mean a product or portion of a
product that embodies an invention claimed, or which is specifically intended
to be used to practice a method or process, within the Licensed Proprietary
Property and which is made, used or sold by or for Licensee (or its Affiliates
or sublicensees).  1.6           The term Improvements shall mean any improvement and/or
modification of the Licensed Proprietary Property, wherein aerosol droplets
contain one or more liposome particles.  1.7           The term Affiliate shall mean any present or future
companies, corporations, partnerships, joint ventures, business trusts or other
business entities organized under the laws of any nation (a) with respect to
which:  (i) at least fifty percent (50%)
in value of the total equity interests, (ii) at least fifty percent (50%) of
the total combined voting power of all classes of shares entitled to vote, or
(iii) at least fifty percent (50%) of the profits interest in the case of a
partnership, joint venture or other non-stock entity, is directly or indirectly
under the control of Licensee, or (b) with respect to which Licensee has
effective control, directly or indirectly. 
Control shall mean the possession of the power to direct or cause the
direction of the management and the policies of an   3 
    entity,
whether through an ownership interest or by contract or otherwise.  The term Licensee wherever used herein
shall include any Affiliate of Licensee.  1.8           The term Gross Revenues shall mean the total amount
received from third parties for the use or sale of Products less:  (a)           usual trade, cash and quantity credits, discounts, refunds
or government rebates;  (b)           amounts for claims, allowances or credits for returns,
retroactive price reductions or chargebacks;  (c)           special packaging charges and handling fees, and prepaid
freight, sales taxes, duties and other governmental charges (including value
added tax) imposed directly on the seller with respect to such sales; and  (d)           credits for goods returned (not to exceed the original
billing or invoice amount).  No other
allowance or deduction shall be made by whatever name known.  1.9           The terms commercialize and commercialization shall
mean the making, using, selling, or licensing by Licensee of the Product under
such circumstances as may be permitted by applicable international, federal,
and state laws and regulations.  1.10         The term Field of Use shall mean the applications
described in Exhibit 1A hereto.  1.11         The term 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   4 
   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 1.11, 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.  1.12         The term Final Report shall mean a report by a principal
investigator who has conducted a completed human clinical trial on a Product
wherein the report provides primary and summary data and results from the
completed human clinical trial on the Product.   ARTICLE II  Grant of License  2.1Scope of License.  Licensor hereby grants and Licensee hereby
accepts a worldwide, exclusive license under the Licensed Proprietary Property
to make, use or sell Products for the Field of Use.  Licensor shall not license any other party rights to deliver
paclitaxel or analogues thereof, alone or in combination with another drug, in
liposomes, lipid complexes or other liposome particles, to the respiratory
tract via aerosol droplets.  2.2Right to Sublicense.  Licensor hereby grants and Licensee hereby
accepts the right to grant sublicenses to others within the scope of and under
the terms and conditions herein set   5 
   forth.  Licensee shall give written notice of such
sublicenses to Licensor.  2.3Reference and Review.  Licensee will also have the right to review
and reference the Know-How in any application or filing relating to the
Proprietary Property with any governmental or regulatory authority before, on,
or after the Effective Date and that was, is, or will be made or contributed to
by Licensor, an Other Corporation (as defined herein), or Vernon Knight, M.D.   ARTICLE III  Patents and Improvements  3.1Patent Applications.  Licensor agrees, at its own expense, to timely
file patent applications relating to the Proprietary Property in the countries
listed on Exhibit 2 hereto with regard to the Proprietary Property listed in
Exhibit 1 as of the Effective Date and with regard to Licensor Improvements as
set forth in Section 3.3.  3.2Patent Prosecution.  Licensor further agrees to use its best
efforts to prosecute such patent applications and to maintain any patents
issued thereon.  Notwithstanding the
foregoing sentence, in the event that Licensor within its sole judgment and
discretion determines that prosecution or maintenance of a patent in a
particular country is not economically viable or otherwise feasible, Licensor
shall promptly notify Licensee of Licensors intention to abandon such patent
application or patent.  Licensor shall
not otherwise abandon a patent or patent application within the Patent
Rights.  Upon receipt of such notice,
Licensee, in its sole discretion, may elect to assume responsibility (and to
pay associated fees and expenses generated after Licensee assumes such
responsibility) with respect to a patent application or patent which Licensor
intends to   6 
   abandon.  The notice shall be provided sufficiently in
advance of any deadlines or due dates such that Licensee has a reasonable time
within which to assume responsibility and comply with the deadlines or due
dates.  Licensee may, in its sole
discretion, abandon any patent application or patent for which it has
previously assumed responsibility and will not be liable to Licensor in any way
for such abandonment.  3.3Licensor Improvements.  Licensor agrees to make available promptly
to Licensee during the term of this Agreement any Improvements now or hereafter
found, owned, or controlled by Licensor, and to submit to Licensee all
available Know-How pertaining thereto. 
Such Improvements in or to the Licensed Proprietary Property and the
corresponding rights throughout the world in patents or copyrights shall be the
property of Licensor, and shall be included in the Licensed Proprietary
Property licensed to Licensee subject to all of the terms and conditions set
forth in this Agreement.  3.4Licensee Improvements; Reporting.  Licensee shall promptly submit to Licensor
during the term of this Agreement all available information and Know-How on any
Improvements, whether patentable, copyrightable or not, now or hereafter found,
discovered, invented, owned, or controlled by Licensee.  3.5Licensee Improvements; Ownership.  Any Improvements, whether patentable,
copyrightable or not, now or hereafter made and found by agents or employees of
Licensee either independently of agents or employees of Licensor (or an Other
Corporation), or jointly with others, shall be owned by Licensor and shall be
considered as part of the Licensed Proprietary Property.  The world-wide rights in the corresponding
patents, patent applications, copyrights   7 
   and/or
know-how shall be the property of Licensor subject to all the terms and
conditions of this Agreement, but licensed hereunder to Licensee by
Licensor.  Licensee agrees to do all
things necessary and required to vest in Licensor all right, title and interest
in and to any such Improvements.  3.6Assistance.  If patentable or otherwise protectable
Improvements are now or hereafter made and found by agents or employees of
Licensee or Licensor, either independently or jointly with others, and Licensor
or Licensee considers it desirable to obtain patent, copyright or other
protection thereon, the other party agrees to cooperate fully and to do all
proper things necessary or desirable to obtain and maintain patent, copyright
or other protection therefor throughout the world.  Upon request, each party agrees to provide reasonable technical
assistance and advice for purposes of filing and prosecuting patent
applications and engaging in opposition, interference and enforcement
proceedings with respect to patent applications and patents within the Patent
Rights or for Improvements.  3.7Improvements; Prosecution by Licensee.  Notwithstanding the provisions in Section
3.6 above, if Licensor fails to file an application for patent or other
protection therefor within six (6) months after receipt of a written request
from Licensee to do so, Licensor shall be deemed to have consented to Licensee
obtaining and maintaining the necessary protection therefor at Licensees
expense.  3.8Inclusions.  If either Licensor or Licensee files patent
applications or otherwise obtains patent rights or copyrights which relate to
the Licensed Proprietary Property, such patent application, patent rights or
copyrights shall be included in the Licensed Proprietary Property, and   8 
   Licensee
shall have a license therefor under the terms and conditions set forth in this
Agreement.   ARTICLE IV  Royalties and Other Consideration  4.1License Fee.  Upon Licensees execution of this Agreement,
Licensee shall pay Licensor an up-front non-refundable license fee consisting
of Four Hundred and Ten Thousand Dollars ($410,000) payable in shares of and by
transferring to Licensor shares of the common stock of SuperGen, Inc.  Licensee guarantees, as described herein,
the value of such shares to be no less than such dollar amount (the Guaranteed
Value) on the one (1) year anniversary of the date on which the shares are
transferred to Licensor (hereafter the Anniversary Date).  If, during the thirty (30) days preceding
the Anniversary Date (or the next trading date if the Anniversary Date is not a
trading date), the common stock of Licensee has not traded on a public stock
exchange for an average price resulting in such shares being worth on average
at least the Guaranteed Value, then within thirty (30) days Licensee will pay
to Licensor a sum in cash (or, at Licensors option, in the equivalent value of
additional unrestricted shares of the common stock of SuperGen, Inc.) equal to
the difference between (a) the Guaranteed Value and (b) the average price at
which the common stock of SuperGen, Inc. traded publicly during the thirty (30)
days preceding the Anniversary Date multiplied by the number of shares
transferred as the up-front non-refundable license fee under this Section
4.1.  Any shares provided to Licensor
will not be sold for at least one (1) year following the Anniversary Date, and
no more than three thousand (3,000) of the shares shall be sold on any one
trading date.   9 
   4.2Royalty.  Licensee shall pay Licensor during the term
of this Agreement an earned royalty of six and one-half percent (6.5%) on Gross
Revenues.  Only one (1) royalty shall be
payable on a Product, regardless of the number of licensed applications and
licensed patents of the Licensed Proprietary Property under which such Product
has been manufactured, used or sold.  In
the event that a Product is sold in combination as a single product with
another product (Combination Product), active component or service (which
product, component or service is not a portion of the Product) and whose sale
and use are not covered by a Valid Claim of the Product in the country for
which the combination product is sold, Gross Revenues from such sales for
purposes of calculating the amounts due under this Agreement shall be calculated
by multiplying the Gross Revenues of that combination by the fraction A/(A+B),
where A is the gross selling price of the Product sold separately and B is the
gross selling price of the other product, active component or service sold
separately.  In the event that no such
separate sales are made by Licensee or its Sublicensee, Gross Revenues for
royalty determination shall be reasonably allocated between the Product and
such other product, active component or service, based upon their relative
importance and proprietary protection. 
Without limitation, liposomal compounds, paclitaxel and analogues
thereof, and aerosol containers (nebulizers) are deemed to be portions of the
Product.  4.3Term of Royalty
Obligation.  Royalty payments shall be paid on the
Products commencing on the Effective Date, and unless earlier terminated as
provided herein, shall continue on a country-by-country and Product-by-Product
basis until there are no remaining royalty payment obligations in a country, at
which time the Agreement shall expire in its entirety in such country.  Royalty payments shall cease for any patent
which has been declared invalid or unenforceable by a   10 
   final
determination or judgment, or if this Agreement is terminated as hereinafter
specified and provided.  4.4Sublicenses.  Licensee will pay to Licensor fifty percent
(50%) of all consideration (including, but not limited to, royalties, minimum
royalties, up-front payments, marketing, distribution, franchise, option,
license or documentation fees, bonus and milestone payments, license
maintenance fees, and equity-related securities) received from sublicensees of
the Licensed Proprietary Property or the amount of royalty Licensee would have
owed pursuant to Section 4.2 had it engaged in the same licensed conduct as
said sublicensees, whichever is greater, as determined on a quarterly basis.  Notwithstanding the above, it is understood
and agreed that Licensor shall not be entitled to any share of amounts received
by Licensee for pilot studies, research and development, the license or
sublicense of any intellectual property other than the Licensed Proprietary
Property, reimbursement for patent or other expenses, or as consideration for
equity or debt of Licensee.  4.5Deductions From Royalty Payments; Limitation on
Deductions from Royalty Payments.  If Licensee or its Sublicensee is required
to pay a third party under a Valid Claim with respect to the third partys
intellectual property or technology in order to make, use or sell a Product,
Licensee may deduct such amount from royalties due to Licensor for such
Product.  Notwithstanding the foregoing
provisions of this Section 4.5, wherever this Agreement provides that Licensee
may deduct expenses, payments or other amounts from royalties payable to
Licensor, (a) such deduction shall be applied only against royalties payable
from the territory with respect to which such deduction arose, and (b) such
deduction shall be prorated over such time as is necessary   11 
   to
assure that the royalties payable to Licensor from such territory in any period
shall not be reduced by more than fifty percent (50%) of the amount that
otherwise would be due Licensor pursuant to this Agreement.  4.6Milestone Payments.  In addition to the up-front license fee and
royalties required under this Article IV, Licensee shall make milestone
payments to Licensor as set forth in Exhibit 3 hereto.  Such payments shall be made in common stock
of Licensee in the amounts recited in Exhibit 3 and shall be transferred to
Licensor within thirty (30) days of occurrence of each of the events indicated
on such exhibit.  Such common stock will
not be sold for at least one (1) year following the date on which the stock is
transferred to Licensor, and no more than three thousand (3,000) of the shares
shall be sold on any one trading date. 
Licensee guarantees the value of such shares to be the Guaranteed Value
calculated in the same manner as set forth in Section 4.1 of this Agreement.  4.7Marketing
Arrangements.  Where Products are marketed by an entity
other than Licensee under any type of commercial arrangement (including,
without limitation, a sublicense, joint venture, distributorship, or
collaboration agreement), the sales of the Products by such entity shall be
used in calculating Gross Revenues for purposes of determining royalties
payable to Licensor hereunder.  4.8Conditions.  The obligations of Licensee under this
License Agreement are conditioned on Licensees satisfaction in its sole
discretion at or prior to the date this License Agreement is executed with the
results of its due diligence with respect to the business, operations, affairs,
properties, assets, liabilities, obligations, profits and condition (financial
or otherwise) of   12 
   Licensor;
provided that compliance with any such conditions or parts thereof may be
waived in writing by Licensee.  Licensor
agrees to provide Licensee with any information, including clinical or
laboratory data or regulatory filings, that Licensor requests as part of the
due diligence performed under this Section 4.8.   ARTICLE V  Payment and Reports  5.1Notice of
Commercial Sale.  Licensee shall notify Licensor, in writing,
within thirty (30) days of the date of the first commercial making, using or
selling of Products.  5.2Payments and Reports.  Licensee agrees that Licensee shall provide
within sixty (60) days after the end of each quarter of each calendar year:  (a)           payment of amounts due to Licensor pursuant to this
Agreement, including, but not limited to, amounts pursuant to Articles IV and
VI; and  (b)           a report summarizing the information and basis on which
such amounts have been calculated.  5.3U.S. Dollars.  All amounts payable in cash by Licensee
shall be paid in U.S. Dollars. 
Conversion from currencies other than U.S. Dollars shall be at the rate
of exchange used by Licensee for its general accounting purposes, consistent
with generally accepted accounting principles.  5.4Progress Reports.  Until such time as earned royalties become
payable pursuant to this Agreement, Licensee agrees to make an annual report to
Licensor on each annual anniversary   13 
   of
the Effective Date covering Licensees progress during the previous year toward
research, development and commercialization.  5.5Report on Termination.  Licensee also agrees to make a written
report to Licensor within ninety (90) days after the termination of this
Agreement, stating in such report the royalties payable hereunder and the basis
therefor not previously reported to Licensor. 
Licensee shall also continue to make annual reports pursuant to the
provisions of this Agreement covering making, using or selling of Products
after termination thereof, such as the selling of stock on hand at termination
which is specifically contemplated by this Agreement and the applicable earned
royalties hereunder, until such time as all such makings, uses or sales shall
have terminated.  Concurrent with the
submittal of each post-termination report, Licensee shall pay Licensor all
applicable royalties.  5.6Books and Records.  Licensee shall keep accurate books and
records with respect to the Products and/or Licensed Proprietary Property
sufficient to enable the calculation of royalties payable hereunder to be
verified.  Upon thirty (30) days prior
notice to Licensee, independent accountants selected by Licensor, reasonably
acceptable to Licensee, after entering into a confidentiality agreement with
Licensee, may have access to the books and records of Licensee to conduct a
review or audit once per calendar year, for the sole purpose of verifying the
accuracy of Licensees payments and compliance with this Agreement.  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 Licensees normal business hours during the term of this Agreement and
for three (3) years after the period to which the audit pertains.  Any such inspection   14 
   or
audit shall be at Licensors expense; provided that in the event the
examination or audit results in a discrepancy in the correctness of the
payments due under this Agreement in an amount in excess of five percent (5%)
of the payments due Licensor for any single quarter audited, Licensee shall pay
any and all costs or fees associated with such examination or audit.  Neither such right to review or audit nor
Licensors right to receive any such underpayment shall be affected by any
statement to the contrary appearing on checks or otherwise, unless such
statements appear in a letter, signed by the party having such right and
delivered to the other party, expressly waiving such right.  Notwithstanding the foregoing, Licensor may
require Licensee to furnish any other information reasonably requested to
enable Licensor to evaluate Licensees performance under this Agreement.  5.7Delinquent Payments.  Payments provided for in this Agreement
shall, when overdue, bear interest at the then existing prime rate at Citibank
of New York (or its successor) plus four percent (4%) per annum until paid, but
in no event shall such interest exceed the usury limit, if any, as may exist from
time to time in the State of Nevada.   ARTICLE VI  Effort to Commercialize  6.1Commercialization
Obligation.  Licensee shall undertake to use commercially
reasonable efforts with regard to commercialization of the Products.  6.2           Minimum
Royalties.  Licensee shall pay
to Licensor within ninety (90) days after the date specified at least the
following amounts of minimum royalties within the time periods specified:   15 
   (a)           on or before the third anniversary of the Effective Date,
at least Twenty-Five Thousand Dollars ($25,000.00).  (b)           on or before the fourth anniversary of the Effective Date,
at least Twenty-Five Thousand Dollars ($25,000.00).  (c)           on or before the fifth anniversary of the Effective Date,
at least Seventy-Five Thousand Dollars ($75,000.00).  (d)           on or before each succeeding anniversary of the Effective
Date, at least Seventy-Five Thousand Dollars ($75,000.00).  Minimum
royalties paid in excess of earned royalties in a given year shall not be
creditable to earned royalties for future years.  Minimum royalties paid under this Section 6.2 may, at Licensees
option, be paid in shares of the common stock of Licensee.  Common stock transferred under this Section
6.2 will not be sold for at least one (1) year following the date on which the
stock is transferred to Licensor, and no more than three thousand (3,000) of
the shares shall be sold on any one trading date.  Licensee guarantees the value of such shares to be the Guaranteed
Value calculated in the same manner as set forth in Section 4.1 of this
Agreement.    16 
   ARTICLE VII  Protection of Patents   7.1Protection.  Licensor agrees, where economically
justified and within reasonable limits, to protect the Licensed Proprietary
Property from infringement or misappropriation by third parties in the Field of
Use and to prosecute such infringers or defendants, but the decision to
undertake such protection shall be in the sole discretion of Licensor, and
Licensors decision as to whether any such action shall be taken by it shall be
accepted by Licensee.  In the event that
Licensor shall recover profits and/or damages from said infringer or defendant
in the Field of Use, Licensor agrees to turn over to Licensee twenty-five
percent (25%) of any amounts paid to it by said infringer or defendant after
deducting any of its expenses, including costs and legal fees incurred in such
litigation.  Each party agrees to cooperate
fully with the other party in protection of the Licensed Proprietary Property,
including by joining as a party to any proceeding if required by applicable
law.  7.2Notice of Infringement; Third Party Infringement.  Licensor and Licensee shall each give
immediate written notice to the other of any infringement of a Patent Right or
misappropriation of Know-How or Improvements by any third party in the Field of
Use as may come to its knowledge. 
Notwithstanding Section 7.1, if Licensor has not within six (6) months
from the date on which it is notified or otherwise becomes aware of an
infringement or misappropriation of the Licensed Proprietary Property in the
Field of Use either terminated such infringement or initiated legal action
against the infringer or defendant, it shall, upon written request of Licensee,
grant to Licensee the right to prosecute an action against the infringer or
defendant at Licensees expense. 
Licensor agrees, in the event that Licensee cannot prosecute such
infringement or misappropriation in its own name, to sign and give to Licensee,
as soon as   17 
   practicable,
all necessary documents in order for Licensee to prosecute at Licensees
expense but in the name of Licensor, such infringement or
misappropriation.  Licensee shall be
entitled to deduct all of its expenses, including costs and legal fees incurred
in bringing and prosecuting such infringement or misappropriation action, from
royalties due Licensor with respect to the country in which such action is
prosecuted after commencement of such infringement or misappropriation
action.  In the event Licensee desires
to settle or compromise such suit or action in a manner that may adversely
impact Licensor or Licensed Proprietary Property, Licensee shall not so settle
or compromise such suit or action without the prior written consent of
Licensor.  In the event Licensee shall
recover profits and/or damages from said infringer or defendant, Licensee agrees
to pay to Licensor twenty-five percent (25%) of any amounts paid to it by said
infringer or defendant after deducting any of its expenses, including costs and
legal fees incurred in such litigation.  7.3Notice of Infringement; Claim of Licensee
Infringement.Licensee shall promptly advise Licensor in
writing of any notice or claim of any infringement and of the commencement
against it of any suit or action for infringement of a third party patent made
or brought against Licensee and based upon the use hereunder by Licensee of the
Licensed Proprietary Property.  Licensee
shall have the right either to:  (a)           request that Licensor enter into negotiations with such
third party to obtain rights for Licensee under the third party patent; or  (b)           request that Licensor defend such suit or action at
Licensors expense.  7.4Assistance.Licensor is neither obligated to enter into
negotiations with such third party to obtain rights for Licensee under the
third party patent nor obligated to defend such suit or  18 
   action.  If Licensor, at its sole discretion, elects
to enter into negotiations with such third party to obtain rights for Licensee
under the third party patent or if Licensor, at its sole discretion, elects to
undertake at its own expense the defense of any such suit or action to the
extent that the alleged infringement is based upon such use hereunder of the
Licensed Proprietary Property, Licensee shall render to Licensor all reasonable
assistance that may be required by Licensor in the negotiations or in the
defense of such suit or action.  Licensor
has the primary right to control the defense of any such suit or action by
counsel of its own choice, and Licensee shall have the right, at its own
expense, to be represented in any such suit or action in respect of which
Licensee is a defendant by counsel of its own choice, subject to Licensors
right of control.  Notwithstanding the
foregoing, if Licensor has not within ninety (90) days (or such lesser period
of time as is necessary to avoid entry of a default judgment against Licensor
or Licensee) from the date of receipt of a request from Licensee under Section
7.3 either entered into negotiations with such third party to obtain rights for
Licensee under the third party patent or initiated legal action to defend such
suit, it shall, upon written request of Licensee, grant to Licensee the right
to enter such negotiations or defend such suit.  Licensee shall be entitled to deduct all its expenses, including
attorneys fees and specifically including costs and legal fees incurred in
entering into such negotiations or defending such suit from royalties due
Licensor after commencement of such action. 
Licensee shall not settle or compromise any such suit or action without
the prior written consent of Licensor, which consent shall not be unreasonably
withheld.      19 
   ARTICLE VIII  Disclaimer of Liability and/or Warranty  8.1No Warranty.  Nothing in this Agreement shall be construed
as:  (a)           a warranty or representation by Licensor as to the
validity or scope of any Licensed Proprietary Property; or  (b)           a warranty or representation that anything sold, used,
produced or otherwise disposed of under any license granted in this Agreement
is or will be free from infringement of patents, copyrights, and/or trademarks
of third parties; or  (c)           an express or implied warranty of merchantability or
fitness for a particular purpose.  8.2No Damages.Licensor shall exercise reasonable care in
verifying the accuracy of information provided under this Agreement but,
subject to the provisions of the last sentence of Section 8.4, Licensor shall
not be liable for any damages arising out of or resulting from any information
made available hereunder or of the use thereof, nor shall it be liable to
Licensee for consequential damages under any circumstances.  8.3No Warranty of Quality or Usefulness.  Licensor shall have no responsibility for
the ability of Licensee to use such information, the quality or performance of
any process or any product produced by Licensee with the aid of such
information, or with respect to claims of third parties arising from Licensees
use of such information.  8.4Indemnification.Licensee shall assume all responsibility and
liability for the sale, use, production, and/or commercialization of the
Products, including, but not limited to, the safety,   20 
   effectiveness,
and reliability of the process and/or products produced pursuant to this
Agreement.  Licensee further agrees to
defend, indemnify, and hold Licensor, its trustees, directors, officers,
employees, agents, representatives, successors, assigns, affiliated entities
and controlled corporations (as defined herein) harmless from and against any
and all liability, demands, damages, expenses and losses for death, personal
injury, illness, or property damage, including the cost of defense against
same, which may be asserted, or any claims which may be brought by third
parties resulting from the sale, use, production, commercialization, or other
disposition of the Licensed Proprietary Property or Products by Licensee.  Licensee agrees that any sublicenses granted
hereunder will include a similar indemnification provision for the benefit of
Licensor.  Licensee acknowledges that
the Licensed Proprietary Property included herein is experimental and agrees to
take all reasonable precautions to prevent death, personal injury, illness, and
property damage.  Licensor shall defend,
indemnify, and hold Licensee and its directors, officers, employees and agents
harmless as against any and all judgements, fees, expenses, liabilities, or
other costs arising from or incidental to any product liability or other
lawsuit, claim, demand or other action 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 by Licensor with
regard to, or in breach of, the representations and warranties set forth in
Article X or to the extent due to the gross negligence or willful misconduct of
Licensor.  8.5Insurance.Licensee agrees to purchase and/or maintain
insurance coverage sufficient, taking into account its other assets, to
establish the ability of Licensee to honor the indemnity made herein, and
Licensor shall be listed as an additional named insured on any such  21 
   insurance
coverage.  Licensee shall furnish
evidence of its insurance coverage upon request of Licensor.  For purposes of this agreement, the initial
amount of insurance coverage required is in the face amount of Two Million
Dollars ($2,000,000.00).   ARTICLE IX  Term and
Termination  9.1Term.The Term of this Agreement shall be for a
period of ten (10) years extending from the first commercial revenue actually
collected or for the life of the last to expire of the patents or patent
applications of the Licensed Proprietary Property, whichever is earlier, unless
sooner terminated as herein provided.  9.2Termination for Cause; Insolvency.If Licensee shall determine that it intends
to declare itself insolvent or file for bankruptcy or reorganization, it shall
give immediate written notice to Licensor. 
Failure to give such notice shall cause immediate termination of this
Agreement, and all rights of Licensee in the Licensed Proprietary Property
shall automatically revert to Licensor. 
If Licensee shall become bankrupt or insolvent; if the business or any
assets or property of Licensee shall be placed in the hands of a receiver,
assignee or trustee, whether by the voluntary act of Licensee or otherwise; if
Licensee institutes or suffers to be instituted any procedure in bankruptcy
court for reorganization or rearrangement of its financial affairs; or if
Licensee makes a general assignment for the benefit of creditors, this
Agreement shall immediately terminate, and all rights of Licensee in the
Licensed Proprietary Property shall automatically revert to Licensor.  Upon occurrence of any of the foregoing
events, Licensee shall give immediate written   22 
   notice
thereof to Licensor.  9.3Default.Upon any breach or default under this Agreement by
Licensee, or upon any breach or default by Licensee under other legal
agreements between Licensor and Licensee, Licensor may give written notice
thereof to Licensee, and Licensee shall have thirty (30) days thereafter to
cure such breach or default.  If such
breach or default is not so cured, Licensor may then in its sole discretion and
option:  (a) convert this exclusive
License Agreement into a non-exclusive License Agreement, or (b) terminate this
Agreement and the licenses granted by it, or (c) seek such other relief as may
be provided by law in such circumstances by giving written notice thereof to
Licensee.  Notwithstanding the
foregoing, in the event of any termination of this Agreement, any sublicenses
granted by Licensee shall remain in force and effect and shall be assigned by
Licensee to Licensor; provided that such sublicensee is currently in good
standing with regard to its obligations under the sublicense or has cured any
default or breach within the period provided in such sublicense; and further
provided that (a) the financial obligations of each such sublicensee shall be
limited to those due Licensor hereunder for the practice of such a sublicense;
and (b) Licensor shall have no greater obligations, liabilities or duties to
the sublicensee than Licensor has to Licensee under the terms of this
Agreement.  9.4Termination Upon
Notice.Any provision herein not withstanding,
Licensee may terminate this Agreement, in its entirety or as to any particular
patent or patent application or item of Know-How within the Licensed
Proprietary Property, at any time by giving Licensor at least thirty (30) days
prior written notice.  From and after
the effective date of such termination under this Section 9.4 with respect to a
particular patent or patent application, such patent(s) or patent   23 
   application(s)
in the particular country shall cease to be within the Licensed Proprietary
Property for all purposes of this Agreement. 
Likewise, from and after the effective date of such termination under
this Section 9.4 with respect to a particular item of Know-How, such item of Know-How
shall cease to be within the Licensed Proprietary Property for all purposes of
this Agreement.  From and after the
effective date of termination of a patent, patent application or item of
Know-How under this Section 9.4, all rights and obligations of Licensee with
respect to such patent, patent application or item of Know-How shall terminate
with respect to a particular Product, and the license to the terminated patent,
patent application or item of Know-How granted to Licensee under Section 2.1 shall
terminate with respect to such Product. 
Upon termination of this Agreement in its entirety under this Section
9.4, all rights and obligations of the parties shall terminate except as
provided in Section 9.6 below.  9.5Discontinuance of Commercialization.Upon termination hereof for any reason,
Licensee agrees to discontinue the commercialization of the Licensed
Proprietary Property, and (except as expressly provided herein) all sublicenses
granted hereunder by Licensee shall terminate, or at the option of Licensor, be
deemed to have been assigned to Licensor.  9.6Provisions Surviving Termination.Article V, Article XIII and Sections 8.1,
8.2, 8.3, 8.4, 10.4 and 11.3 of this Agreement, as well as all provisions
relating to Guaranteed Value, shall survive termination of this Agreement.     24 
   ARTICLE X  Representations and Warranties  10.1Warranty to Title.Licensor represents and warrants that (i) it
is a Nevada nonprofit corporation exempt from taxation under Section 501(c)(3)
of the Internal Revenue Code of 1986; (ii) it owns the Licensed Proprietary
Property; (iii) it has the legal power and authority to extend the rights
granted to Licensee pursuant to this Agreement; (iv) the execution, delivery
and performance of this Agreement have been duly authorized by all necessary
corporate action on the part of Licensor; (v) the Licensed Proprietary Property
is free and clear of any lien, encumbrance, security interest or restriction on
license in the Field of Use; (vi) 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 Proprietary Property, or any portion thereof, in the Field of
Use inconsistent with the license granted to Licensee herein; and (vii) to
Licensors best knowledge, there are no threatened or pending actions, suits,
investigations, claims or proceedings in any way relating to the Licensed
Proprietary Property.  10.2No Other Information.Licensor represents that it has no knowledge
of any information likely to have a material effect on the validity or
enforceability of any patents within Patent Rights or any claim thereof which
was not disclosed to the Patent Office at the time that the patent applications
therefor were filed or during the pendency of said applications.  10.3Power and Authority.Licensee represents and warrants that it has
full power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.  10.4Compliance with Laws.Licensee represents and warrants that it
will comply with all applicable laws and regulations, including without limitation,
all United States laws and regulations controlling the export of commodities
and technical data.  Licensee will be
solely  25 
   responsible
for any violation of such laws or regulations by Licensee or its sublicensee,
and it will defend and hold Licensor harmless in the event of any legal action
of any nature occasioned by such violation.   ARTICLE XI  Agency/Partnership/Use of Name  11.1No Agency.Neither party shall be deemed to be an agent
of the other party as a result of any transaction under or related to this
Agreement, and shall not in any way pledge the other partys credit or incur
any obligations on behalf of the other party.  11.2No Partnership.  This Agreement shall not constitute either a
partnership or a joint venture, and neither party may be bound by the other to
any contract, arrangement or understanding except as specifically stated
herein.  11.3Prohibition Against Use of Name.Except to the extent required to comply with
applicable laws and regulations and subject to Section 13.3, without prior
written consent obtained from Licensor, which shall not be unreasonably
withheld, Licensee (including any Affiliate or sublicensee of Licensee) 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) Licensor or any corporation which is controlled by the
same persons who control Licensor (Other Corporation); (ii) the names of
trustees, directors, officers, or employees of Licensor or an Other
Corporation; or (iii) any trademarks (or adaptations thereof) of Licensor or an
Other Corporation.  Without prior
written consent obtained from Licensee, which   26 
   shall
not be unreasonably withheld, Licensor (including Other Corporations and any
other Affiliate of Licensor) shall not use for purposes of sales, advertising,
marketing, marking of goods, promotion to investors, press releases or other
publicity:  (i) the name of (or any
other information which would identify) Licensee or any corporation which is
controlled by the same persons who control Licensee (Controlled Corporation);
(ii) the names of trustees, directors, officers, or employees of Licensee or a
Controlled Corporation; or (iii) any trademarks (or adaptations thereof) of
Licensee or a Controlled Corporation.   ARTICLE XII  Marking  Licensee
agrees to apply or have applied to all articles and to all containers
containing Products manufactured by it or any sublicensee(s) under this
Agreement such patent notices as may be required by the laws of the territories
where manufactured or as may reasonably be requested by Licensor.     27 
   ARTICLE XIII  Nondisclosure of Confidential Information  13.1         Confidential
Information. All Proprietary
Property and confidential scientific and technical information communicated by
one party to the other party under this Agreement, including information
contained in patent applications, if identified in writing as Confidential Information
at the time of disclosure, shall be kept confidential by such other party.  Notwithstanding the foregoing, either party
shall be relieved of the confidentiality obligations herein and not be
prevented by this Agreement from utilizing any information received by it from
the other party if:  (a)           the information, at the time of disclosure, is in the
public domain or, after disclosure, becomes part of the public domain through
no fault of the receiving party;  (b)           the receiving party can show that the information was in
its possession at the time of disclosure and was not acquired, directly or
indirectly, from the disclosing party;  (c)           the information is lawfully obtained or received from a
third party, other than the disclosing party, having the legal right to
transmit same;  (d)           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;  (e)           was independently developed by the receiving party without
reference to any information or materials disclosed by the disclosing party; or  (f)            was subsequently disclosed to the receiving party by a
person other than a    28 
   party
without breach of any legal obligation to the disclosing party.  13.2Additional Permitted Disclosures.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) as reasonably required in the course
of a contemplated public offering or private financing; (iv) to a potential
sublicensee or corporate partner that has agreed in writing to confidentiality
obligations no less stringent than set forth herein; 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 (a) requests
confidential treatment of such information; (b) provides the other party with
sufficient advance notice of the compelled disclosure to provide adequate time
to seek a protective order; and (c) discloses only the minimum necessary to
comply with the requirement to disclose.  13.3Non-Disclosure.The terms of this Agreement shall not be
disclosed by Licensee or Licensor to any third party or be published unless
both parties expressly agree otherwise in writing.  Either party shall allow at least three (3) business days notice
of any proposed public disclosure for the other partys review and comment or
to provide written consent.  The text of
any press release to be issued by Licensee 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   29 
   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,
investment bankers, attorneys and other professional consultants of, and
prospective investors in, Licensee or Licensor.  Once a particular disclosure has been approved, further
disclosures to similarly situated private third parties under this provision
that do not differ materially therefrom may be made without obtaining any
further consent of the other party.   ARTICLE XIV  Miscellaneous  14.1Captions.The captions herein are for convenience only
and shall not be deemed to limit or otherwise affect the construction hereof.  14.2Notices.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:   30 
   If
to Licensor, 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 Licensee, addressed to:  SuperGen, Inc. Two Annabel
Lane, Suite 220 San Ramon,
California  94583 Attn: 
Dr. Joseph Rubinfeld, CEO and President cc: 
Ms. Lucy Chang, Senior 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.  14.3Assignment.This Agreement, in whole or in part, shall
not be assignable by either party without prior written consent of the other
party, which consent shall not be unreasonably withheld (unless to a successor
entity to the assigning party by merger, acquisition or other non-bankruptcy
reorganization), and any attempted assignment without such consent shall be
void.  14.4No Waiver.The failure of either party to enforce at any
time any of the provisions of this Agreement, or any rights in respect thereto,
or to exercise any election herein provided, shall in no way be considered to
be a waiver of such provisions, rights, or elections, or in any way to affect
the validity of this Agreement.  The
exercise by either party of any of its rights herein or any   31 
   of
its elections under the terms or covenants herein shall not preclude either
party from exercising the same or any other rights it may have under this
Agreement, irrespective of any previous action or proceeding taken by either
party hereunder.  14.5Choice of Law and
Jurisdiction.This Agreement shall be governed and
construed in accordance with the laws of the State of Nevada, U.S.A. applicable
to contracts made in such State without regard to conflicts of law doctrines,
and the parties agree that jurisdiction and venue for any dispute regarding
this Agreement will be in such State.  14.6Severability.If any provision of this Agreement is
judicially determined to be void or unenforceable, such provision shall be
construed to be severable from the other provisions of this Agreement, which
shall retain full force and effect.  14.7Further Acts.The parties hereto agree promptly to
execute, forward, or otherwise provide all documents and material necessary or
desirable to effectuate this Agreement.  14.8Entire Agreement.Except for a pre-existing confidentiality
agreement, the terms and conditions herein contained together with the Research
Agreement constitute the entire agreement between the parties and shall
supersede all previous communications, either oral or written, between the parties
hereto with respect to the subject matter hereof.  No agreement or understanding bearing on the same shall be
binding upon either party hereto unless it shall be in writing and signed by
the duly authorized officer or representative of each of the parties and shall
expressly refer to this Agreement.  14.9Successors and
Assigns.This Agreement shall be binding on and shall inure to the benefit
of the parties hereto, and their respective successors and assigns.   32 
    [Remainder of page intentionally
left blank]      33 
   IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed in multiple originals by
their duly authorized representatives.   RESEARCH DEVELOPMENT FOUNDATIONBy:
  /s/
  Andrew MacKenziePrint
  Name:
  Andrew
  MacKenzieTitle:
  Vice
  PresidentSUPERGEN,
  INC.By:
  /s/
  Dr. Joseph RubinfeldPrint
  Name:
  Dr.
  Joseph RubinfeldTitle:
  President
  & CEO   34 
   EXHIBIT 1  Proprietary Property  1.             The methods, composition, and information claimed in
U.S. Patent No. 5,049,388, entitled Small Particle Aerosol Liposome and
Liposome-Drug Combinations for Medical Use, including any division,
continuation, continuation-in-part, re-issue, re-examination, or extension of
the above-described patent and all foreign equivalent patents and patent
applications therefor; Inventors:  Jack
Vernon Knight, Brian E. Gilbert, Samuel Z. Wilson, Howard R. Six, and Philip R.
Wyde.  2.             All of Licensors rights in the methods, compositions
and information claimed in U.S. Patent Application Serial No. 08/933,254, filed
September 23, 1997, entitled Small Particle Liposome Aerosols for Delivery of
Anti-Cancer Drugs, including any division, continuation, continuation-in-part,
re-issue, re-examination, or extension of the above-described patent
application and any patent issuing thereon, and all foreign equivalent patents
and patent applications therefor. 
Inventors:  Jack Vernon Knight, Brian
E. Gilbert, Nadezhda Koshkina, J. Clifford Waldrep, and Clyde W. Wellen.   
    EXHIBIT 1A  Field of Use   Cancer therapy in humans wherein
paclitaxel or analogues thereof are delivered in liposomes, lipid complexes, or
other liposome particles, to the respiratory tract via aerosol droplets.  This Field of Use is subject to
modification pursuant to Section 6 b. of the Research Agreement.   
   EXHIBIT 2  List of Countries   United
States PCT
*     *PCT Countries:All countries will
be designated in the initial PCT filing. 
Within 30 months of the U.S. filing date, Licensor must select the
specific PCT countries in which to actually file, which countries are currently
expected to be as follows:  Australia,
Austria, Belgium, Canada, China, France, Germany, Ireland, Israel, Italy,
Japan, Republic of Korea, New Zealand, Netherlands, Russian Federation, South
Africa, Spain, Sweden, Switzerland, Taiwan, United Kingdom   
   EXHIBIT 3  Milestone Payments   Licensee shall make the
following milestone payments to Licensor with respect to each Product subject
to this Agreement:  (a)           Fifty Thousand Dollars ($50,000.00) upon the earlier of
(i) approval, or (ii) the date of effectiveness, of an IND filed with the FDA
for such Product;  (b)           Fifty Thousand Dollars ($50,000.00) upon completion of a
Phase I human clinical trial for such Product and the Final Report thereon;  (c)           Two Hundred Thousand Dollars ($200,000.00) upon completion
of a Phase II human clinical trial for such Product and the Final Report
thereon;  (d)           Two Hundred Fifty Thousand Dollars ($250,000.00) upon
completion of any other phase of human clinical trials for such Product
required by the FDA and the Final Report thereon; and  (e)           Four Hundred Fifty Thousand Dollars ($450,000.00) upon
approval by the FDA of an NDA for such Product.