<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


*Portions denoted with an asterisk have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment.

-------------------------------------------------------------------------------

                   KNOW-HOW TRANSFER AND COOPERATION AGREEMENT

-------------------------------------------------------------------------------

The undersigned:

1.       PHARMACHEMIE B.V.

         a company incorporated under the laws of the Netherlands and having its
         registered seat at Haarlem, the Netherlands, duly represented by Mr.
         Biense Th. Visser and Mr. Emile Loof hereinafter referred to as
         "Pharmachemie"

and

2.       SUPERGEN

         a company incorporated under the laws of Delaware, USA and having its
         registered seat at Two Annabel Lane, Suite 220, San Ramon, CA 94583,
         USA, duly represented by Dr. Joseph Rubinfeld hereinafter referred to
         as "SuperGen"

WHEREAS

1.       Pharmachemie has developed a pharmaceutical product which offers a
         unique approach in leukemia and other hematologic malignancies,
         hereafter called "the Decitabine Project". Pharmachemie has conducted
         extensive research and development activities including but not limited
         to several clinical studies, the results whereof are laid down in
         various reports and other documents.

2.       Pharmachemie wishes to sell and transfer its know how related to the
         Decitabine Project to SuperGen for the purpose of enabling SuperGen to
         further develop the Decitabine Project, to manufacture products with
         the


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                                                 CONFIDENTIAL TREATMENT REQUEST


         benefit of the know how and to have such products registered and
         approved by regulatory authorities.


PARTIES HEREWITH AGREE AS FOLLOWS

ARTICLE 1: DEFINITIONS

1.1.     KNOW HOW: the reports, processes, recipes, formulae, designs, drawings
         and technical information with regard to the Decitabine Product set out
         in ATTACHMENT 1 to this Agreement;

1.2.     KNOW HOW PRODUCTS: any pharmaceutical product which is manufactured
         with the benefit of the Know How;

1.3.     MANUFACTURING AGREEMENT, the agreement attached to this Agreement as
         ATTACHMENT 2.


2.       ARTICLE 2: SALE AND TRANSFER OF KNOW HOW

2.1.     Pharmachemie hereby sells and transfers to SuperGen all rights and
         title with respect to the Know How, including the exclusive world-wide
         right to use the Know How for any purpose whatsoever, including the
         filing of applications for marketing approval for the Know How Products
         and intellectual property rights, such as patent applications.

2.2.     Pharmachemie shall make available to SuperGen the Know How by providing
         SuperGen with the documents set out in ATTACHMENT 1 to this Agreement.

2.3.     Pharmachemie agrees to keep secret and confidential the Know How
         subject to clause 10 of this agreement.

2.4.     The purchase and sale provided for herein shall be subject to
         satisfaction of the following conditions:


                                      2
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                                                 CONFIDENTIAL TREATMENT REQUEST


         a.   This Agreement and the Manufacturing Agreement shall have been
              executed by Pharmachemie and SuperGen.

         b.   The representations and warranties of the parties made herein
              shall be true and correct.

         c.   No provisions of any applicable law or regulation and no
              judgment, injunction order or decree shall prohibit the
              consummation of the closing.

         d.   Each of Pharmachemie and SuperGen shall have received from the
              other all documents that it may reasonably request relating to
              the existence of the other party and its authority it enter
              into this Agreement and the Manufacturing Agreement, and to
              perform its obligations hereunder and thereunder.

         e.   SuperGen shall be reasonably satisfied that it shall have
              received good title to the Know How.


ARTICLE 3: PURCHASE PRICE AND CLOSING

3.1.     Upon the terms and subject to the conditions of this Agreement, in
         consideration of Purchase of the Know How from Pharmachemie, SuperGen
         shall deliver to Pharmachemie, promptly following the closing of the
         transactions contemplated by this Agreement ("the Closing"), a stock
         certificate representing a number of shares (the "Shares") of SuperGen
         Common Stock equal to the quotient (rounded to the nearest whole share)
         obtained by dividing (x) $4,000,000 by (y) the SuperGen Closing Market
         Price. The "SuperGen Closing Market Price" shall mean the price per
         share for SuperGen Common Stock equal to the closing price on September
         10, 1999.


                                      3
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                                                 CONFIDENTIAL TREATMENT REQUEST


3.2.     On Closing Pharmachemie shall deliver to SuperGen the Know-how
         specified in Attachment 1 to this Agreement, whereas SuperGen shall
         deliver to Pharmachemie the appropriate instruction to its transfer
         agent to issue the Shares as well as an update to the Disclosure Letter
         accompanying this Agreement.


ARTICLE 4: PAYMENTS

4.1.     All payments to be made by one party to the other under this Agreement
         are exclusive of any value added tax and shall be paid gross without
         deduction of any withholding or other income taxes.


ARTICLE 5: REPRESENTATIONS BY PHARMACHEMIE

Pharmachemie hereby represents and warrants to SuperGen as follows:

5.1.     ACCREDITED INVESTOR; PURCHASE FOR INVESTMENT

         Pharmachemie is experienced in evaluating and investing in companies
         such as SuperGen, is capable of evaluating the merits and risks of its
         investment in the Shares, is able to bear the economic risk of the
         investment and is prepared to hold the Shares for an indefinite period
         of time. Pharmachemie is an "accredited investor" as that term is
         defined in Rule 501 (a)(8) of regulation D as promulgated by the SEC
         under the United States Securities Act of 1933, as amended ("Securities
         Act"). Pharmachemie is acquiring the Shares for investment for its own
         account and not with a view to, or for sale in connection with any
         distribution thereof.

5.2.     EXEMPT FROM REGISTRATION; RESTRICTED SECURITIES.

         Pharmachemie understands that the sale of the Shares will not be
         registered under the Securities Act on the basis that the sale provided
         for in this Agreement is exempt from registration under of the
         Securities Act and that the reliance of SuperGen on such exemption is
         predicated in part on


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                                                 CONFIDENTIAL TREATMENT REQUEST


         Pharmachemie's representations set forth in this Agreement.
         Pharmachemie understands that the Shares are restricted securities
         under the Securities Act, and may not be sold in the United States
         or to a United States person as provided under the Securities Act
         unless they are subsequently registered under the Securities Act or
         an exemption from such registration is available.

5.3.     LEGENDS

         Pharmachemie agrees that the Shares will bear legends and be subject to
         the restrictions on transfer provided for under the Securities Act. In
         addition, Pharmachemie agrees that SuperGen may place stop transfer
         orders with its transfer agents with respect to such instruments. The
         stop transfer orders shall be removed promptly upon delivery to
         SuperGen of such satisfactory evidence as reasonably may be required by
         SuperGen that such stop orders are not required to ensure compliance
         with the Securities Act.

5.4.     ACCESS TO INFORMATION

         Pharmachemie has had an opportunity to ask questions of and receive
         answers from SuperGen regarding the terms and conditions of its
         purchase of the Shares and regarding the business, financial affairs an
         other aspects of SuperGen and it has further had the opportunity to
         obtain any information (to the extent the SuperGen possesses or can
         acquire such information without unreasonable effort or expense) which
         it deems necessary to evaluate its investment or to verify the accuracy
         of information otherwise provided to it.

5.5.     ORGANIZATION AND STANDING

         Pharmachemie is a corporation duly organized and validly existing
         under, and by virtue of, the laws of the Netherlands and is in good
         standing under such laws.

5.6.     CORPORATE POWER

         Pharmachemie has all requisite legal and corporate power and authority
         to execute and deliver this Agreement, the Manufacturing Agreement and
         the


                                      5
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                                                 CONFIDENTIAL TREATMENT REQUEST


         other agreements called for thereby (the "Transaction Agreements")
         and to consummate the transactions contemplated thereby.

5.7.     AUTHORIZATIONS

         All corporate action on the part of Pharmachemie, its directors and
         stockholders necessary for the authorization, execution, delivery and
         performance of the Agreement and the Transaction Agreements by
         Pharmachemie and the performance of all of Pharmachemie's obligations
         under this agreement and the Manufacturing Agreement has been taken or
         will be taken prior to the effectiveness of this Agreement. This
         Agreement and the Manufacturing Agreement when executed and delivered
         by Pharmachemie shall constitute valid and binding obligations of
         Pharmachemie enforceable in accordance with their terms.

5.8.     NON-CONTRAVENTION

         The execution, delivery and performance by Pharmachemie of this
         Agreement and the Manufacturing Agreement and the consummation of the
         transactions contemplated thereby do not and will not

         a.   violate the organizational documents of Pharmachemie;

         b.   violate any applicable law, rule, regulation, judgment,
              injunction, order or decree;

         c.   constitute a default under, or give rise to any right of
              termination, cancellation or acceleration of any right or
              obligation of Pharmachemie or to a loss of any benefit to which
              Pharmachemie is entitled under any provision of any material
              agreement or other instrument binding upon Pharmachemie.

5.9.     LITIGATION

         There is no action, suit, proceeding or, to Pharmachemie's knowledge,
         investigation pending or, to Pharmachemie's knowledge, currently
         threatened against Pharmachemie that affects the practice of the Know
         How or the use,


                                      6
<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


         sale or manufacture of Know How Products, or questions the validity
         of this Agreement or the Transaction Agreements, or the right of
         Pharmachemie to enter into each such agreement, or to consummate the
         transactions contemplated hereby or thereby, or challenges such
         transactions. Pharmachemie is not a party or subject to the
         provisions of any order, writ, injunction, judgment or decree of any
         court or government agency or instrumentality relating to the
         practice of the Know How, which prohibits the transactions
         contemplated by this Agreement or the Transaction Agreements. There
         is no such action, suit of proceeding brought by Pharmachemie
         currently pending or which Pharmachemie currently intends to
         initiate.

5.10.    CONSENTS AND APPROVALS

         No consent, approval, filing, exemption, waiver or registration with
         any governmental entity or any other person is required to be made or
         obtained by Pharmachemie in connection with the execution, delivery or
         performance of this Agreement or the Manufacturing Agreement or the
         consummation of the transactions contemplated hereby.

5.11.    TITLE

         Pharmachemie has good and valid title to the Know How, free and clear
         of any liens, encumbrances or right of others. Pharmachemie has not
         received any notice of any claims of infringement of any intellectual
         property rights relating to the practice of the Know How. To the best
         of its knowledge, Pharmachemie at Closing does not infringe any
         intellectual property rights of others with respect to the Know How.


ARTICLE 6: SUPERGEN REPRESENTATIONS AND WARRANTIES

SuperGen hereby represents and warrants to Pharmachemie, subject to the
exceptions specifically disclosed in writing in the disclosure letter
(indicating the relevant section of this Agreement) supplied by SuperGen to
Pharmachemie dated as of the date hereof


                                      7
<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


and certified by a duly authorized officer of SuperGen (the "SuperGen
Schedules"), as follows:

6.1.     ORGANIZATION AND STANDING.

         SuperGen is a corporation duly incorporated, validly existing and in
         good standing under the laws of the jurisdiction of its incorporation;
         has the corporate power and authority to own, lease and operate its
         assets and property and to carry on its business and is duly qualified
         or licensed to do business and is in good standing in each jurisdiction
         where the character of the properties owned, leased or operated by it
         or the nature of its activities makes such qualification or licensing
         necessary, except where the failure to be so qualified would not have a
         Material Adverse Effect (as defined below) on SuperGen. When used in
         connection with SuperGen, the term "Material Adverse Effect" means, for
         purposes of this Agreement, any development, change, event or effect
         that is materially adverse to the business, assets (including
         intangible assets), financial condition or results of operations, of
         SuperGen and its subsidiaries taken as a whole.

6.2.     SuperGen has delivered or made available to Pharmachemie a true and
         correct copy of the Articles of Incorporation and Bylaws of SuperGen,
         each as amended to date, and each such instrument is in full force and
         effect. SuperGen is not in violation of any of the provisions of its
         Articles of Incorporation or Bylaws.

6.3.     SUPERGEN CAPITAL STRUCTURE.

         The authorized capital stock of SuperGen and the shares thereof issued
         and outstanding each as of the date indicated thereon, are as set forth
         in SuperGen's most recent Form 10-K ("Form 10-K") or SuperGen's most
         recent Form 10-Q ("Form 10-Q") filed with the Securities and Exchanges
         Commission ("The SEC") pursuant to the Securities Exchange Act of 1934,
         as amended ("the Exchange Act") or in other public filings made by
         SuperGen with the SEC pursuant to the Exchange Act (collectively the
         SEC filings")


                                      8
<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


         except as set forth in the Disclosure Letter accompanying this
         Agreement. All outstanding shares of SuperGen Common Stock are duly
         authorized, validly issued, fully paid and nonassessable and except
         as set forth in SuperGen SEC Reports with the SEC or in a Disclosure
         Letter accompanying this Agreement, are not subject to preemptive
         rights created by statute, the Articles of Incorporation or Bylaws
         of SuperGen or any agreement or document to which SuperGen is a
         party or by which it is bound or any other understanding or
         commitment of SuperGen to another party. The SuperGen Common Stock
         issuable and deliverable pursuant to Article 3 hereof (the "SuperGen
         Shares") will, when so issued and delivered, be duly authorized,
         validly issued, fully paid and non-assessable.

6.4.     AUTHORITY.

         SuperGen has all requisite corporate power and authority to enter into
         this Agreement and the Transaction Agreements and to consummate the
         transactions contemplated thereby. The execution and delivery of the
         Transaction Agreements and the consummation of the transactions
         contemplated thereby have been duly authorized by all necessary
         corporate action on the part of SuperGen. The Transaction Agreements
         have been duly executed and delivered by each of SuperGen and, assuming
         the due authorization, execution and delivery by Pharmachemie,
         constitute the valid and binding obligations of SuperGen, enforceable
         in accordance with their terms, except as enforceability may be limited
         by bankruptcy and other similar laws and general principles of equity.
         The execution and delivery of the Transaction Agreements by SuperGen
         does not, and the performance thereof by SuperGen will not, (i)
         conflict with or violate the Articles of Incorporation or Bylaws of
         SuperGen, (ii) conflict with or violate any law, rule, regulation,
         order, judgment or decree applicable to SuperGen or by which any of its
         properties is bound or affected or (iii) result in any breach of or
         constitute a default (or an event that with notice or lapse of time or
         both would become a default) under, or impair SuperGen's rights or
         alter the rights or obligations of


                                      9
<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


         any third party under, or give to others any rights of termination,
         amendment, acceleration or cancellation of, or result in the
         creation of a lien or encumbrance on any of the properties or assets
         of SuperGen pursuant to, any material note, bond, mortgage,
         indenture, contract, agreement, lease, license, permit, franchise or
         other instrument or obligation to which SuperGen or any subsidiary
         is a party or by which SuperGen or any subsidiary or any of their
         respective properties is bound or affected, in the case of clauses
         (ii) and (iii) above, where a Material Adverse Effect could
         reasonably be expected to result.

6.5.     No consent, approval, order or authorization of, or registration,
         declaration or filing with any governmental entity or other regulatory
         or oversight body is required by or with respect to SuperGen in
         connection with the execution and delivery of the Transaction
         Agreements or the consummation of the transactions contemplated
         thereby, except for (i) the filing of a Form S-3 Registration Statement
         (the "Registration Statement") with the SEC in accordance with the
         Securities Act to register the reoffer and resale of the SuperGen
         Shares, and the SEC's declaration of the effectiveness of the
         Registration Statement, (ii) such consents, approvals, orders,
         authorizations, registrations, declarations and filings as may be
         required under applicable federal and state securities laws and the
         securities laws of the United States, which filings SuperGen has timely
         made or will timely make, (iii) the filing of an Additional Listing
         Application with The Nasdaq Stock Market to list the SuperGen Shares on
         The Nadaq Stock Market National List, which filing SuperGen will timely
         make, and (iv) such other consents, authorizations, filings, approvals
         and registrations which if not obtained or made would not be material
         to SuperGen or have a material adverse effect on the ability of the
         parties to consummate the transactions under the Transaction
         Agreements, except as disclosed in the SuperGen SEC Reports or in the
         Disclosure letter accompanying this Agreement.


                                      10
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                                                  CONFIDENTIAL TREATMENT REQUEST


6.6.     SEC FILINGS; SUPERGEN FINANCIAL STATEMENTS.

         SuperGen has filed all forms, reports and documents required to be
         filed with the SEC pursuant to the Exchange Act. All such required
         forms, reports and documents (including those that SuperGen may file
         subsequent to the date hereof) are referred to herein as the "SuperGen
         SEC Reports." As of their respective dates, the SuperGen SEC Reports
         (i) were prepared in all material respects in accordance with the
         requirements of the Securities Act or the Exchange Act, as the case may
         be, and the rules and regulations of the SEC thereunder applicable to
         such SuperGen SEC Reports, and (ii) did not at the time they were filed
         (or if amended or superseded by a filing prior to the date of this
         Agreement, then on the date of such filing) contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

6.7.     Each of the consolidated financial statements (including, in each case,
         any related notes thereto) contained in SuperGen SEC Reports (the
         "SuperGen Financials"), including any SuperGen SEC Reports filed after
         the date hereof until the Closing, as of their respective dates (x)
         complied as to form in all material respects with the published rules
         and regulations of the SEC with respect thereto, (y) was prepared in
         accordance with GAAP applied on a consistent basis throughout the
         periods involved (except as may be indicated in the notes thereto and,
         in the case of unaudited interim financial statements, as may be
         permitted by the SEC on Form 10-Q under the Exchange Act) and (z)
         fairly presented in all material respects the consolidated financial
         position of SuperGen and its subsidiaries as at the respective dates
         thereof and the consolidated results of SuperGen's operations and cash
         flows for the periods indicated, except that the unaudited interim
         financial statements were or are subject to normal and recurring
         year-end adjustments. The balance sheet of SuperGen contained in
         SuperGen SEC Reports as of June 30, 1999 is hereinafter referred to as
         the "SuperGen Balance Sheet."


                                      11
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                                                  CONFIDENTIAL TREATMENT REQUEST


6.8.     ABSENCE OF CERTAIN CHANGES OR EVENTS.

         Since the date of the SuperGen Balance Sheet, there has not been any
         Material Adverse Effect on SuperGen, except as may be disclosed in
         SuperGen SEC Reports, (ii) any material change by SuperGen in its
         accounting methods, principles or practices, except as required by
         concurrent changes in GAAP, or (iii) any material revaluation by
         SuperGen of any of its assets, including, without limitation, writing
         down the value of capitalized inventory or writing off notes or
         accounts receivable other than in the ordinary course of business.

6.9.     LITIGATION.

         There is no action, suit, proceeding or, to SuperGen's knowledge,
         investigation pending or, to SuperGen's knowledge, currently threatened
         against SuperGen that questions the validity of the Transaction
         Agreements, or the right of SuperGen to enter into such agreements, or
         to consummate the transactions contemplated thereby. SuperGen is not a
         party or subject to the provisions of any order, writ, injunction,
         judgment or decree of any court or governmental agency, authority or
         instrumentality which prohibits the transactions contemplated by the
         Transaction Agreements. There is no pending action, suit or proceeding
         brought by SuperGen or which SuperGen currently intends to initiate.


7.       ARTICLE 7: OBLIGATIONS OF SUPERGEN

7.1.     SuperGen shall use its best efforts to further develop the Decitabine
         Project for the purpose of manufacturing the Know How Products for the
         sale in the United States, and other territories.

7.2.     SuperGen shall purchase the Know How Products from Pharmachemie for a
         minimum period of three years, starting on the date that any of the
         Know How Products first enters the market in any territory, on the
         terms and conditions attached to this agreement as ATTACHMENT 2.


                                      12
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                                                  CONFIDENTIAL TREATMENT REQUEST


7.3.     SuperGen is entitled to develop a second source of supply of Know How
         Products, but will not activate this second source during the term of
         the Manufacturing Agreement, unless in circumstances contemplated in
         Article 12.3 of the Manufacturing Agreement.


ARTICLE 8: OBLIGATIONS OF PHARMACHEMIE

8.1.     Pharmachemie shall manufacture the Know How Products on the terms and
         conditions attached to this agreement as ATTACHMENT 2.


ARTICLE 9: ASSIGNMENT OF THE RIGHTS AND OBLIGATIONS OF PHARMACHEMIE

9.1.     The rights and obligations of Pharmachemie under the agreements
         arrangements listed in ATTACHMENT 3 to this agreement will be assigned
         to SuperGen, such assignment to be conditional upon consent of
         Pharmachemie's contractual parties. Pharmachemie will inform SuperGen
         by not later than one month after the Closing whether such contractual
         parties consent to this assignment.

9.2.     The financial obligations of Pharmachemie under the agreements listed
         in Attachment 3 incurred up to the Closing Date will be for the account
         of Pharmachemie, financial obligations incurred after the Closing Date
         will be for the account of SuperGen.


ARTICLE 10: CONFIDENTIALITY

10.1.    Each party shall keep secret and confidential the Know How and other
         information of a confidential nature, which has been communicated to it
         by the other party either preparatory to or as a result of this
         Agreement and shall not disclose the same or any part of the same to
         any person whatsoever other than to its directors or employees directly
         or indirectly concerned in the development, manufacture, use or sale of
         the Know How Products to its legal


                                      13
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                                                  CONFIDENTIAL TREATMENT REQUEST


         counsel or financial advisors, and except as required by law or
         pursuant to governmental process.

10.2.    The provisions of article 10.1 shall not apply to such Know How which
         is necessarily disclosed as a result of the sale or marketing of the
         Know How Products.

10.3.    The provisions of this article 10 shall remain in force notwithstanding
         expiration or termination of this agreement for any reason.


ARTICLE 11: DURATION AND TERMINATION OF THE AGREEMENT

11.1.    This Agreement shall come into force on the Closing Date.

11.2.    The provisions of clause 10 (Confidentiality), clause 13.1 (liability)
         shall continue following the Closing.


ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS

12.1.    All intellectual property rights related to the Know How shall belong
         to SuperGen and will be deemed to be transferred from Pharmachemie to
         SuperGen.


ARTICLE 13: LIABILITY

13.1.    SuperGen shall at all times indemnify Pharmachemie and keep it
         indemnified against all costs, claims, damages or expenses incurred by
         Pharmachemie with respect to the Know How and/or any Know How Products
         manufactured by SuperGen, except as a result of a breach of a
         representation or warranty by Pharmachemie, or the fault or negligence
         of Pharmachemie, or as to events initially occurring before the
         Closing.


                                      14
<PAGE>

                                                  CONFIDENTIAL TREATMENT REQUEST


13.2.    Pharmachemie does not give any representations or warranties with
         regard to the workings or the potential use of the Know How and/or the
         Know How Products.

ARTICLE 14: MISCELLANEOUS

14.1.    This Agreement shall be governed by and construed and interpreted in
         accordance with the laws of The Netherlands except that United States
         federal and state securities laws shall apply to the issuance of the
         Shares.

14.2.    SuperGen has conducted a pharmaceutical, technical and legal due
         diligence investigation with respect to the Know How. In this respect
         SuperGen has visited the Pharmachemie manufacturing facilities in
         Haarlem, the Netherlands, and has been granted access to a data room
         which was set up by Pharmachemie and was furnished with information
         pertaining to the Know How. Subsequent questions which have arisen on
         the part of SuperGen have been answered by Pharmachemie in all material
         respects.

         SuperGen is aware of the fact that rights of publication have been
         granted to investigators and that licenses have been granted to third
         parties as disclosed in the documents in the dataroom.

14.3.    Any dispute, controversy or claim arising out of or in connection with
         this Agreement or any Agreement in furtherance thereof including
         disputes with respect to the validity of those Agreements, shall be
         finally and exclusively settled under the Rules of Conciliation and
         Arbitration of the International Chamber of Commerce by one arbitrator
         or - if one of the parties so requires - by three arbitrators appointed
         in accordance with the said Rules. The place of Arbitration shall be in
         London, United Kingdom. The language of the Arbitration shall be the
         English language.


                                      15
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                                                  CONFIDENTIAL TREATMENT REQUEST


14.4.    This Agreement and its Attachments constitute the entire agreement
         between the parties relating to the Know How and the Know How Products
         and no variation of this Agreement shall be effective unless it is in
         writing and signed by a duly authorized officer of each party.

14.5.    Nothing in this Agreement shall be deemed to constitute a partnership
         between the parties nor shall either party be taken to have any
         authority to bind or commit the other or be taken to have authority to
         act as the agent of the other or in any other capacity.

14.6.    Should any part, term or provision of this Agreement be declared by any
         Court to be in conflict with the law or unenforceable, the validity and
         enforceability of the remainder of the Agreement shall not be affected
         thereby. In such an event the offending part, term or provision shall
         be deemed not to be part of this Agreement and the parties shall
         negotiate in good faith any consequential amendment.

14.7.    Any notices required to be given under this Agreement shall be deemed
         given if in writing and when delivered by courier or send by registered
         mail addressed to

Pharmachemie B.V.
         Attn. President
         Address:
         Swensweg 5
         2031 GA HAARLEM
         THE NETHERLANDS
         Telefax: +31 23 5147192

SuperGen
         Attn. President
         Address:
         Two Annabel Lane, Suite 220


                                      16
<PAGE>

                                                  CONFIDENTIAL TREATMENT REQUEST


         San Ramon,
         CA 94583
         USA
         Telefax: +1 510 904 1918

or such other address as the party addressed shall have previously designated
         by notice to the other party in accordance with this provision.


IN WITNESS WHEREOF:

The parties have caused this Agreement to be duly executed by duly appointed
officers and drawn up in duplicate original, on the date and in the place
hereinafter indicated:

                                PHARMACHEMIE B.V.

                        BY:       /s/ BIENSE TH. VISSER
                                  ----------------------------
                        TITLE:        PRESIDENT
                        DATE:         10 SEPTEMBER 1999


                                      SUPERGEN

                         BY:      /s/ JOSEPH RUBINFELD, PH.D.
                                  ----------------------------
                         TITLE:       PRESIDENT & CEO
                         DATE:        SEPTEMBER 10, 1999


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                                                  CONFIDENTIAL TREATMENT REQUEST


              ATTACHMENTS:

                            A T T A C H M E N T  1 :


              A list of documents to be provided is attached as Annex 1.


                                      18
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                                                  CONFIDENTIAL TREATMENT REQUEST


                            A T T A C H M E N T  2 :

                   M A N U F A C T U R I N G  A G R E E M E N T


                                      19
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                                                  CONFIDENTIAL TREATMENT REQUEST


                            A T T A C H M E N T  3 :

                        L I S T  O F  A G R E E M E N T S
 (numbers refer to numbers on Annex 1 to Attachment 1 to this Agreement)

1.   C1/59 Overeenkomst tussen Pharmachemie en Product Surveillance for
           Industries (PSI)

2.   C3/61 Agreement L.A.B. Benelux/Pharmachemie B.V.

3.   C7    Sponsored Clinical Study Agreement

4.   C8    Clinical Trial Agreement

5.   C9    Sponsored clinical study agreement

6.   C10   Cooperative Research and Development Agreement

7.   C11   Financial agreement hospitals

8.   C12   Financial agreement data entry

9.   C13   Financial agreement hospital


                                      20

<PAGE>

                                                  CONFIDENTIAL TREATMENT REQUEST


                                  ATTACHMENT 2

MANUFACTURING AGREEMENT

between

1.       SUPERGEN, a corporation duly organized and existing under the laws of
         Delaware, USA and having its registered seat at Two Annabel Lane, Suite
         220, San Ramon, CA 94583, USA (hereinafter called "SuperGen")

and

2.       PHARMACHEMIE B.V., a corporation duly organized and existing under the
         laws of The Netherlands, having an office at Swensweg 5, 2031 GA
         Haarlem, The Netherlands (hereinafter called "Pharmachemie")


PREAMBLE

-   WHEREAS Pharmachemie is engaged in the manufacturing of pharmaceutical
    products;

-   WHEREAS SuperGen desires to appoint Pharmachemie as a contract manufacturer
    for certain products.

NOW, THEREFORE Pharmachemie and SuperGen agree as follows:


1.       DEFINITIONS

1.1.     For the purpose of this Agreement, the following terms shall have the
         following meanings:

1.2.     The "Agreement Products" shall mean those pharmaceutical products
         listed on Schedule A.

1.3.     "Territory" shall mean the countries where SuperGen is or will be
         allowed to sell Agreement Products.


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                                                 CONFIDENTIAL TREATMENT REQUEST


1.4.     "Effective Date" shall mean the date mentioned in Article 9.01.

1.5.     "Affiliated company" shall mean any corporation or other business
         entity controlled by or under common control with such Party. "Control"
         shall mean the direct or indirect ownership of fifty percent (50%) or
         more of the voting interest in, or a fifty percent (50%) or more
         interest in the income of, such corporation or other business entity,
         or such other relationship as, in fact, constitutes actual control.

1.6.     "Associated company" shall mean any company within the Teva-Group.

1.7.     "Current Good Manufacturing Practices" (CGMPs) shall mean all
         applicable standards relating to manufacturing practices for fine
         chemicals, intermediates, bulk products or finished pharmaceutical
         products (i) promulgated by any Governmental Body having jurisdiction
         over the manufacture of the Agreement Products, in the form of laws or
         regulations, (ii) promulgated by any Governmental Body having
         jurisdiction over the manufacture of the Agreement Products, in the
         form of guidance documents which guidance documents are being
         implemented within the Pharmaceutical manufacturing industry for such
         products or (iii) which Pharmachemie knows or reasonably should have
         known to be current and shown to be feasible and valuable in ensuring
         drug quality within the pharmaceutical industry for such products, in
         each case as in effect at the effective time of the Agreement and as
         amended, promulgated or accepted from time to time during the term of
         this Agreement.

1.8.     "Specifications" shall mean, with respect to any Agreement Product, all
         specifications for materials, approved supplies, formula,
         manufacturing, analytical and testing procedures, release, packaging,
         labeling, artwork and other processes contained in any document
         relating to Agreement Products, attached hereto and incorporated by
         reference, including all master formulas, process flow diagrams and all
         packaging and filling work orders.

1.9.     "Governmental Body" shall mean any nation or governmental, any state,
         province, or other political subdivision thereof or any entity with
         legal authority to exercise


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                                                 CONFIDENTIAL TREATMENT REQUEST


         executive, legislative, judicial, regulatory or administrative
         functions.


2.       APPOINTMENT

2.1.     Subject to Pharmachemie's ability to timely supply Agreement Products
         meeting the specifications described herein, SuperGen hereby appoints
         Pharmachemie as SuperGen's sole and exclusive contract manufacturer for
         the Agreement Products and Pharmachemie agrees to manufacture
         SuperGen's requirements as may be ordered by SuperGen during the term
         of this Agreement and the conditions set forth herein.


3.       MANUFACTURING ARRANGEMENTS AND WARRANTIES

3.1.     SPECIFICATIONS. Supplier shall manufacture, test, package, label and
         deliver all Agreement Products in accordance with Specifications as
         revised from time to time in accordance with the provisions of this
         Agreement. SuperGen represents that the Specifications attached hereto
         as Schedule A and incorporated herein by reference are SuperGen's
         specification for the Agreement Products.

SuperGen shall be entitled to change the Specification for an Agreement
         Product from time to time, and Pharmachemie shall make and validate all
         revisions to the Specifications requested by SuperGen, unless
         Pharmachemie notifies SuperGen of its objections against such changes
         on the basis of own tests conducted by Pharmachemie with respect to
         proposed Specifications and changes thereof and related product
         characteristics.

Pharmachemie shall not make any revisions to the Specifications without the
         prior written consent of SuperGen. SuperGen shall be under no
         obligation to accept or approve or bear the cost of any suggested
         changes. In the event Pharmachemie proposes any change to the
         Specifications on the basis that the change is required to bring the
         Specifications into conformity with CGMPS or any legal requirements,
         then


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                                                 CONFIDENTIAL TREATMENT REQUEST


         Pharmachemie shall notify SuperGen of the basis of its determination.

         Any change in the Specifications initiated by SuperGen that will lead
         to a change in the registration of Agreement Products will be the
         financial responsibility of SuperGen, provided that prior to changing
         the price, the parties agree on a cost estimate presented by
         Pharmachemie. All other changes in Specifications are the financial
         responsibility of Pharmachemie.

3.2.     COMPLIANCE. The manufacture, generation, processing, distribution,
         transport, treatment, storage, disposal and any other management of any
         Agreement Product by Pharmachemie until delivery to a shipper shall
         (i) be in accordance with and conform to the Agreement Product's
         Specifications and Current Good Manufacturing Practice regulations;
         (ii) be in accordance with and conform to any applicable standards
         specified by the United States Pharmacopeia and Pharmacopeial Forum and
         the European Pharmacopeia and Pharmacopeia Forum; and (iii) otherwise
         conform to any provisions of the United States Food, Drug, and Cosmetic
         Act not reflected in Current Good Manufacturing Practices.

         SuperGen undertakes to inform Pharmachemie about CGMP-developments
         related to Agreement Products, outside the United States, the European
         Union, or Japan, particularly if these pertain to regulations or
         practice not specifically promulgated by Governmental Bodies.

3.3.     REGULATORY MATTERS: SuperGen shall, at its own expense, obtain and
         maintain any Governmental Approvals which may from time to time be
         required by any Governmental Body with respect to ownership of the
         Investigational New Drug ("IND") application, New Drug Applications
         ("NDA") or Abbreviated New Drug Applications ("ANDA") or with respect
         to the marketing, distribution, clinical investigation, import or
         export of the Agreement Products. SuperGen shall, with Pharmachemie's
         assistance and co-operation, be responsible for responding to all
         requests for information required by SuperGen's Governmental Approvals
         from,


                                      24
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                                                 CONFIDENTIAL TREATMENT REQUEST


         and making all legally required filings to SuperGen's Governmental
         Approvals (including all annual reports for all of the Agreement
         Products) with, any governmental Body having jurisdiction to make
         such requests or required filing. The cost of Pharmachemie's
         assistance associated with obtaining new Governmental Approvals will
         be borne by SuperGen, whereas the cost of Pharmachemie's assistance
         in other instances will be borne by Pharmachemie.

3.4.     PHARMACHEMIE APPROVALS. Pharmachemie holds all Governmental Approvals
         now required by Pharmachemie for the performance of its obligations
         under this Agreement and shall at all times maintain the Governmental
         Approval necessary from time to time to perform such obligations.
         Pharmachemie shall be responsible, at its expense, for obtaining,
         maintaining and complying with all Governmental Approvals which may
         from time to time be required by any Governmental Body having
         jurisdiction with respect to its manufacturing operations and
         facilities and otherwise to be obtained by Pharmachemie to permit the
         performance of its obligations hereunder. In the event any Governmental
         Approval held by Pharmachemie relating to the manufacturing facility or
         its ability to manufacture the Agreement Products in accordance with
         this Agreement its hereafter suspended or revoked or Pharmachemie has
         material restrictions imposed on it by any Governmental Body affecting
         (i) any of the Agreement Products or (ii) the manufacturing facility,
         Pharmachemie shall immediately notify SuperGen and shall promptly
         provide a schedule for coming into compliance and such other
         information related thereto as is reasonably requested by SuperGen. In
         the event any Governmental Approval held by SuperGen relating directly
         to any of the Agreement Products is hereafter suspended or revoked,
         SuperGen shall promptly notify Pharmachemie of the event and shall
         promptly inform Pharmachemie of SuperGen's general intentions with
         respect to the affected Agreement Product.

3.5.     INSPECTIONS. In the event that Pharmachemie is notified that any
         Agreement Product of the manufacturing facility will be subject to an
         inspection by any Governmental Body, Pharmachemie shall immediately
         advise SuperGen by telephone and facsimile


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                                                 CONFIDENTIAL TREATMENT REQUEST


         when Pharmachemie is notified that such an inspection will occur,
         such notice to provide all relevant information known to
         Pharmachemie regarding such investigation, including whether the
         inspector is with the FDA Office of Criminal Investigations.
         Pharmachemie shall promptly send to SuperGen a copy of any
         inspection report observations related to the manufacture,
         generation, processing, storage, transportation, distribution,
         treatment, disposal or other management of Agreement Products as a
         result of any such inspection as well as responses to any inspection
         reports.

3.6.     ACCESS. INSPECTION AND AUDITS. Pharmachemie shall provide personnel of
         SuperGen or its designees with reasonable access to the manufacturing
         facility, which shall mean during customary business hours and periods
         of production at the facility. SuperGen will ensure that the SuperGen
         visitors conduct their activities at the manufacturing facilities so as
         to cause minimum interference to the normal operation of the
         manufacturing facility. SuperGen or its designee shall have the right
         to inspect those portions of Pharmachemie's facilities used in the
         manufacture, generation, storage, testing, treatment, holding,
         transportation, distribution or other management or receiving of the
         Agreement Products and their components. SuperGen shall have the right
         to inspect all inventory of Agreement Products contained at the
         manufacturing facilities. Purposes for inspections may include CGMP
         compliance, system audits, compiling information for reporting
         obligations, compliance with Specifications and/or investigations of
         complaints and/or compliance with any legal requirements or provisions
         of the United States Food, Drug, and Cosmetic Act or the terms of this
         Agreement. Pharmachemie shall retain all information, documents,
         materials, items, records (in electronic or hard-copy form, as
         designated by SuperGen) and samples of Agreement Products related to
         Pharmachemie's performance under this Agreement, including: (i) samples
         of the Agreement Products and other constituents used in the
         manufacture of each batch of Agreement Product, (ii) samples of each
         batch of any Agreement Product (iii) all batch production, stability,
         study, testing and quality control records, (iv) all records relating
         to complaint investigations for each Agreement Product, (v) all


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                                                 CONFIDENTIAL TREATMENT REQUEST


         component labeling records, (vi) all records required for compliance
         with applicable laws and regulations, (vii) all inventory records
         relating to the Agreement Products, (viii) records relating to
         compliance with any legal requirements or provisions of the United
         States Food, Drug, and Cosmetic Act and the terms of this Agreement to
         the extent required and for at least the periods of time required by
         applicable laws and regulations and product registrations or licenses,
         but in no event for less than seven years from the date of manufacture.
         On request from SuperGen, Pharmachemie will provide SuperGen or its
         designee with access to the documents and items set forth above and
         shall make available to SuperGen or its designee copies of any of the
         forgoing documents or items for review at the manufacturing facility.
         In any event, Pharmachernie shall afford SuperGen the right to inspect
         and copy such materials prior to any destruction thereof.

3.7.     TESTING AND QUALITY ASSURANCE. Pharmachemie shall implement and perform
         operating procedures and controls for sampling, stability and other
         testing, validation, documentation and release of the Agreement
         Products and such other quality assurance and quality control
         procedures consistent with the Specifications and CGMP. In the event
         that either party becomes aware that any shipment of Agreement Products
         has a nonconformity, despite Pharmachemie's testing and quality
         assurance activities and despite SuperGen's acceptance, such party
         shall immediately notify the other party. "Nonconformity" shall mean a
         product characteristic attributable to Pharmachemie's failure to
         manufacture, - test, package or store any Agreement Product in
         accordance with the Specifications and CGMP which was not discovered
         prior to release of such Agreement Product.

3.8.     REVIEW AND ACCEPTANCE. Prior to shipment of any complete or partial
         batch of any Agreement Product. Pharmachemie shall: (i) perform testing
         and quality assurance activities for each production batch of Agreement
         Product in accordance with specifications; (ii) provide to SuperGen a
         certificate of analysis containing the information specified in an
         agreed format, with respect to each production batch (or portion
         thereof to be shipped) of Agreement Product, certifying, warranting,
         and


                                      27
<PAGE>

                                                 CONFIDENTIAL TREATMENT REQUEST


         reflecting that all Agreement Products therein fully and completely
         comply with the Specifications; (iii) deliver, if applicable, a
         Deviation Report as provided below; and (iv) have received from
         SuperGen in writing or electronic form SuperGen's specify
         authorization, based on SuperGen's review of the certificate of
         analysis, for Pharmachemie to ship such complete or partial batch of
         Agreement Product. SuperGen or a SuperGen designee may inspect and test
         any Agreement Product upon receipt thereof or may, in reliance on
         Pharmachemie's quality assurance activities and the information
         contained in the certificate of analysis pursuant to this Agreement,
         accept or reject Agreement Products upon Pharmachemie's certificate of
         analysis. SuperGen covenants to conduct such inspection, testing or
         review and to accept or reject Agreement Products and to provide such
         authorization within seven (7) business days -from receipt of such
         Agreement Products with a valid certificate of analysis.

3.9.     DEVIATION. In the event that during the manufacture or other handling
         of an Agreement Product by Pharmachemie (i) the process or analytical
         limits exceed established report ranges, (ii) other events occur which
         could affect quality or otherwise are unusual or not expected, (iii)
         there is any reason to doubt full compliance of such Agreement Product
         with the Specifications, or (iv) an unplanned processing event leads to
         a deviation outside registered or defined processing parameters, then
         Pharmachemie shall investigate and prepare a written report detailing
         such factors (a Deviation Report). Attached as an exhibit to such
         Deviation Report shall be copies of all relevant batch records.

3.10.    SUPERGEN REJECTION. SuperGen shall notify Pharmachernie of SuperGen's
         rejection of any batch (or part thereof) of any Agreement Product (the
         "Rejected Quantity") within sixty (60) days after receipt of such
         Rejected Quantity by SuperGen or SuperGen's designee that received such
         Agreement Product. SuperGen's notice of rejection shall state the basis
         for such rejection, including any information contained in the
         certificate of analysis delivered by Pharmachemie or any testing or
         inspection results. Failure to so notify Pharmachemie within such sixty
         (60) day period shall


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                                                 CONFIDENTIAL TREATMENT REQUEST


         constitute acceptance of any Agreement Product delivered; provided
         however, that Pharmachemie shall continue to be liable for (i) the
         failure of any Agreement Product to conform to Specifications and
         CGMP in accordance with the provisions of this Agreement and (ii)
         the failure of Pharmachemie to comply with all Legal Requirements
         and the United States Food, Drug, and Cosmetic Act. If the parties
         disagree as to whether a Rejected Quantity meets the Specifications,
         then samples and/or batch records, as appropriate, from the batch
         which is in dispute shall promptly be submitted for testing and
         evaluation to an independent third party (including a testing
         laboratory) as shall be agreed to in writing by both parties. The
         determination of such third party as to whether the rejected
         Quantity meets the Specifications will be final and binding. The
         cost of the testing and evaluation by the third party shall be borne
         by Pharmachemie if the third party determines that the Rejected
         Quantity in question does not meet the Specifications and by
         SuperGen if the third party determines the Rejected Quantity meets
         the Specifications. If any sampled Rejected Quantity is found by the
         third party not to conform to the Specifications, the Rejected
         Quantity may be handled as provided below.

3.11.    DISPOSITION OF CERTAIN PRODUCTS. In the event any Rejected Quantity is
         found not to comply with Specifications, or in the event any recall,
         withdrawal, field correction or third party return of any Agreement
         Product is determined to be a result of Pharmachemie's failure to
         manufacture, test, package or store that Agreement Product in
         accordance with this Agreement, then SuperGen shall, upon written
         agreement with Pharmachemie, either (i) return the Agreement Product to
         Pharmachemie at Pharmachemie's expense for rework by Pharmachemie,
         (ii) return the affected Agreement Product for destruction by
         Pharmachemie; or (iii) have the Rejected Quantity destroyed, at
         Pharmachemie's expense, in accordance with applicable law in the
         jurisdiction in which destruction occurs. In addition, SuperGen may
         seek a credit as provided below.

3.12.    CREDITS. In the event any Rejected Quantity is found not to comply with
         Specifications, or in the event any recall, withdrawal, field
         correction or third-party


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                                                 CONFIDENTIAL TREATMENT REQUEST


         return of any Agreement Product is determined to be a result of
         Pharmachemie's failure to manufacture, test, package or store that
         Agreement Product in accordance with the Specifications or CGMP,
         Pharmachemie shall (i) reimburse or credit SuperGen the price paid
         by SuperGen for the applicable Agreement Product, including any
         freight and insurance charges, (ii) reimburse or credit SuperGen for
         the actual costs incurred in shipping, applicable transit charges,
         insurance premium, duties, taxes paid or any other out of pocket
         charges incurred in connection with such Agreement Product; (iii)
         reimburse or credit SuperGen for any out-of-pocket costs paid by
         SuperGen to the parties for transportation and destruction of the
         Agreement and (iv) pay or provide a credit to SuperGen the actual
         administrative expenses and all other reasonable costs incurred by
         SuperGen outside the ordinary course of business in connection with
         the disposition of Agreement Product.

3.13.    PRODUCT-COMPLAINT. Any and all complaints of which Pharmachemie
         becomes aware relating to any Agreement Product shall promptly be
         forwarded to SuperGen. SuperGen shall promptly inform Pharmachemie of
         any and all complaints that SuperGen receives which implicate
         Pharmachemie's manufacturing or other processes at the manufacturing
         facility. Notification shall be given by telephone, with a facsimile
         confirmation immediately following.

3.14.    ADVERSE EVENTS. For the purposes of this Agreement, "Adverse Event"
         shall mean any adverse event associated with the use of any Agreement
         Product in humans, whether or not considered drug-related. The
         definition includes an adverse event occurring in the course of the use
         of an Agreement Product in professional practice, in studies, in
         investigations or in tests. The definition also includes an adverse
         event occurring from Agreement Product overdose (whether accidental or
         intentional), from Agreement Product abuse, or from Agreement Product
         withdrawal, as well as any toxicity, sensitivity, failure of expected
         pharmacological action, or laboratory abnormality which is or is
         thought by the reporter to be serious or associated with relevant
         clinical signs or symptoms. For the purposes of this Agreement,
         "Serious Adverse Event" shall mean an Adverse Event that is fatal,
         life-threatening,


                                      30
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                                                 CONFIDENTIAL TREATMENT REQUEST


         permanently disabling or incapacitating, results in new or prolonged
         in-patient hospitalization, is a congenital anomaly, cancer or
         overdose. With respect to any Agreement Product, Pharmachemie shall
         notify SuperGen, or any successor department specified by SuperGen,
         as soon as possible, but (i) no later than twenty-four (24) hours
         following its receipt of information concerning a possible Serious
         Adverse Event and (ii) no later than forty-eight (48) hours
         following its receipt of information of a possible Adverse Event
         that is not a Serious Adverse Event. Notification shall be given by
         telephone, with a facsimile confirmation immediately following.
         Pharmachemie shall provide SuperGen all the information Pharmachemie
         has available concerning the Adverse Event and shall cooperate fully
         with any investigation conducted or directed by SuperGen, to the
         extent an Adverse Event of which SuperGen becomes aware implicates
         Pharmachemie's manufacturing or other processes at the facility,
         SuperGen shall inform Pharmachemie of such Adverse Event and shall
         disclose to Pharmachemie any information SuperGen has regarding that
         Adverse Event which implicates Pharmachemie's manufacturing or other
         processes at the manufacturing facility. Notification shall be given
         by telephone, with a facsimile confirmation immediately following.

3.15.    INVESTIGATIONS: PHARMACHEMIE OBLIGATIONS. SuperGen shall have the sole
         right to control and direct the investigation of all Agreement Product
         complaints and Adverse Events. SuperGen shall advise Pharmachemie of
         SuperGen's intentions regarding control and direction of the
         investigation with respect to any Agreement Product complaint or
         Adverse Event of which Pharmachemie has been notified.

3.16.    PHARMACHEMIE'S ASSISTANCE. Upon written request by SuperGen,
         Pharmachemie shall provide all reasonably requested testing, assistance
         and information to SuperGen in connection with an investigation of any
         Agreement Product complaint or Adverse Event, including
         chemical/microbial analysis of complaint samples (if available),
         analysis of retained samples and review of batch documentation.
         Pharmachemie shall have the right to conduct at its own expense any
         further tests it


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                                                 CONFIDENTIAL TREATMENT REQUEST


         deems appropriate regarding such investigation, provided that it
         shall share the results with SuperGen.

3.17.    REPORTING. Pharmachemie shall provide to SuperGen (i) a written report
         of its determinations and conclusions from any such investigation,
         testing or other requested assistance related to such investigation as
         soon as reasonably practicable, but in no event later than thirty (30)
         days from receipt of SuperGen's request and (ii) samples (if available)
         of the affected Agreement Product. All communications related to such
         investigation, testing or other requested assistance shall be held in
         confidence by Pharmachemie.

3.18.    NOTIFICATION AND COOPERATION. In the event SuperGen shall be required
         (or shall voluntarily decide) to initiate a recall, withdrawal or field
         correction of, or field alert report with respect to, any Agreement
         Product manufactured by Pharmachemie pursuant to this Agreement,
         whether or not such recall, withdrawal, field correction or field alert
         report has been requested or ordered by any Governmental Body, SuperGen
         shall notify Pharmachemie's and Pharmachemie shall fully cooperate with
         SuperGen to implement the same.

3.19.    COORDINATION OF EFFORTS. In the event Pharmachemie determines that a
         recall, withdrawal, field correction or field alert report with respect
         to any Agreement Product by SuperGen may be necessary and/or
         appropriate, Pharmachemie shall immediately notify SuperGen's of its
         determination. The parties shall cooperate with each other in
         determining the necessity and nature of such action; provided, however,
         that Pharmachemie shall take no action to effect the same without the
         written concurrence of SuperGen. If SuperGen does not concur with any
         recall, withdrawal, field correction or field alert recommended by
         Pharmachemie, then SuperGen shall be liable for any losses incurred by
         Pharmachemie or SuperGen arising solely out of the delay caused by
         SuperGen in implementing the same, except to the extent Pharmachemie
         withheld material information or misrepresented the material
         information upon which SuperGen made its determination.


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                                                  CONFIDENTIAL TREATMENT REQUEST


3.20.    CONTACTS AND STATEMENTS. With respect to any recall, withdrawal, field
         correction or field alert report with respect to any Agreement Product
         SuperGen shall make all contacts with the FDA and shall be responsible
         for coordinating all of the necessary activities in connection with any
         such recall, withdrawal, field correction or field alert report.
         Pharmachemie agrees to make no statement to the media, unless otherwise
         required by law and in any such event, Pharmachemie shall collaborate
         with SuperGen on the content of any such statement.

3.21.    The printing film for labels and packing inserts will be prepared by
         SuperGen and printed and used by Pharmachemie. In this connection
         SuperGen assumes entire responsibility for all damage, injuries or
         claims resulting from defaults in the text of labeling and/or package
         inserts.

3.22.    The cost of the artwork, films, and any subsequent amendments thereto
         shall be borne by SuperGen. In the event of a change in labelling
         and/or package inserts, SuperGen shall bear the cost of the unused
         packaging material and package inserts.


4.       FORECAST

4.1.     During the term of this Agreement, at least ninety (90) days prior to
         the start of each calendar quarter ("Q 1 "), SuperGen shall provide
         Pharmachemie with a rolling written forecast of the quantities of
         Agreement Products estimated to be required on a month-by-month basis
         during Q l and the next three (3) quarters ("Q2", "Q3" and "Q4",
         respectively).

4.2.     Together with each forecast provided under Article 4.1 above (the
         "Current Forecast"), SuperGen shall place a firm order with
         Pharmachemie for delivery in Q l the quantity of Product forecasted for
         Q1 in the Current Forecast. Pharmachemie shall accept such orders from
         SuperGen, subject to the remaining terms and conditions of this
         Agreement.


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                                                  CONFIDENTIAL TREATMENT REQUEST


4.3.     SuperGen's orders shall be made pursuant to a written purchase order
         which is in a form mutually acceptable to the parties, and shall
         provide for shipment in accordance with reasonable delivery schedules
         and lead times as may be agreed upon from time to time by Pharmachemie
         and SuperGen; provided that the maximum lead time within the current
         quarter shall not exceed sixty (60) days unless otherwise mutually
         agreed. The terms of this Agreement shall govern all purchases of
         Agreement Products by SuperGen. Any additional or inconsistent terms or
         conditions of any purchase order, acknowledgment or similar
         standardized form given or received pursuant to this agreement shall
         have no effect and such terms and conditions are hereby excluded.


5.       PRICES AND TERMS

5.1.     SuperGen shall pay to Pharmachemie for the manufacturing of Agreement
         Products as follows:

                                        *

5.2.     Prices and terms shall be negotiated on an annual basis for years
         following the initial contract year. The Parties contemplate that
         outside factors that may influence the cost price of Pharmachemie,
         including but not limited to changes in exchange rates, inflation,
         competitive retail pricing, cost of raw material, labour, public
         utilities etc. shall be taken into consideration by the Parties in the
         process of renegotiating prices and terms. However, an increase of
         Pharmachemie's cost of raw material of * or more will in any event lead
         to a correspondent increase in the price for the next year and the cost
         of labour will be amended in accordance with the CBS price index
         ("reeks werknemersgezinnen").

5.3.     Notwithstanding the provisions of Article 5.2, the prices for any new
         contractual year will not deviate more than * compared to the prices
         agreed for the previous contractual year.


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                                                  CONFIDENTIAL TREATMENT REQUEST


5.4.     Prices for batch sizes that deviate from the minimum batch size
         specified in Article 5.1 will be quoted by Pharmachemie upon request by
         SuperGen.

5.5.     Any payments hereunder shall be in US dollars. The exchange rate used
         for the transaction shall be the exchange rate of the US dollar versus
         the Dutch guilder published by the Wall Street Journal on the Effective
         Date of this Agreement, or, if not published on that date then on the
         first business day thereafter for which the date is published. In case
         the change of exchange rate is more than *, for more than one month,
         both Parties shall meet and decide what will be the new fixed exchange
         rate.

5.6.     Except for assistance provided under the following sections: 3.3, 3.5,
         3.6, 3.9, 3.14, 3.16, and 3.17, if SuperGen requests Pharmachemie's
         assistance under any of the other provisions of this agreement, such
         assistance will be provided by Pharmachemie at cost.


6.       PATENT INFRINGEMENTS

6.1.     Each party undertakes to inform the other of any infringement of any
         patent of a third party that comes to its knowledge.

6.2.     SuperGen shall defend, indemnify, and hold Pharmachemie harmless from
         and against any and all damages, losses, expenses, costs, claims,
         judgements, and liabilities including, without limitation, reasonable
         attorneys' fees incurred by Pharmachemie arising from or in connection
         with patent infringement regarding the Agreement Products.


7.       INDEMNIFICATION

7.1.     Each Party shall notify the other if it becomes aware of any claims,
         actions, suits, liability, costs or expenses alleged to be caused by or
         resulting from the use or consumption of the Agreement Product.


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                                                  CONFIDENTIAL TREATMENT REQUEST


7.2.     Where a loss, claim or damage to persons or to property is caused by
         the fault or negligence of Pharmachemie or its employees, arising out
         of Pharmachemie's obligations pursuant to this Agreement, including but
         not limited to the breach of any representation or warranty of
         Pharmachemie contained herein or a recall of Agreement Products caused
         by Pharmachemie, then Pharmachemie shall indemnify SuperGen and shall
         hold harmless SuperGen from the loss, claim or damage. Pharmachemie
         shall be liable in respect of any special, indirect or consequential
         damages relating solely to product liability claims wherein the
         liability is created due to an act or omission solely by Pharmachemie.
         In respect to all other special, indirect or consequential damages,
         including but not limited to lost profits, Pharmachemie shall not be
         liable.

7.3.     Where a loss, claim or damage to persons or to property is caused by
         the fault or negligence of SuperGen or its employees, arising out of
         SuperGen's obligations pursuant to this Agreement, including but not
         limited to the breach of any representation or warranty of SuperGen
         contained herein, then SuperGen shall indemnify Pharmachemie and shall
         hold harmless Pharmachemie from the loss, claim or damage. SuperGen
         shall be liable in respect of any special, indirect or consequential
         damages relating solely to product liability claims wherein the
         liability is created due to an act or omission solely by SuperGen. In
         respect to all other special, indirect or consequential damages,
         including but not limited to lost profits, SuperGen shall not be
         liable.

7.4.     SuperGen and Pharmachemie shall effect and shall maintain Agreement
         Product liability insurance reasonably sufficient to cover damages as
         might be caused by the Agreement Products sold by SuperGen in the
         Territory, as referred to hereinabove. SuperGen shall at Pharmachemie's
         request provide Pharmachemie the prove of such insurance.

7.5.     SuperGen's and Pharmachemie's liability to each other as envisaged by
         this article shall cease or shall be restricted in all events where
         failure of SuperGen or Pharmachemie to adequately inform the other
         Party as to any event in the Territory


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         relevant to the damages in issue could lead to the termination
         SuperGen's or Pharmachemie's rights of recourse against its insurer.


8.       CONFIDENTIAL INFORMATION

8.1.     Pharmachemie acknowledges access to valuable SuperGen proprietary
         information, including but not limited to, technical data, all of which
         are the property of SuperGen, which shall be maintained and shall be
         designated to Pharmachemie as confidential and which are used in the
         course of SuperGen's business. In addition, SuperGen acknowledges
         access to valuable Pharmachemie proprietary information which shall be
         so designated by Pharmachemie in writing, all of which shall be the
         property of Pharmachemie and shall be maintained as confidential.
         Neither Party shall disclose proprietary information of the other to
         anyone other than those of its employees having a need to know and
         shall refrain from use of such information that than in the performance
         of this Agreement. In addition, each Party shall take all reasonable
         precautions to protect the value and confidentiality of such
         information to the other. Information and data shall not be considered
         as confidential if such information and data:

         i.       is in the public domain or known by the recipient prior to
                  disclosure;

         ii.      becomes known to the public after disclosure, other than
                  through breach of this Agreement; or

         iii.     becomes known to the recipient from a source other than the
                  other Party hereto without breach of any obligation to
                  preserve such information in confidence by such source;

         iv.      is required by law to be disclosed.


9.       TERM OF THE AGREEMENT


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9.1.     This Agreement is entered into for a period of three years, starting on
         the date that any of the Agreement Products first enters the market in
         any country of the Territory.

After this initial period of three years this Agreement shall be
         automatically extended for successive periods of one (1) year,
         unless either Party shall give to the other written notice to the
         contrary. Such notice shall be given in writing at least ninety (90)
         days prior to the end of the one (1) year period.


10.      TERMINATION

This Agreement will be terminated in the way and manner as described in
         Article 9 and further as described below:

10.1.    If one of the Parties to this Agreement commits a breach of any
         provision of this Agreement and fails to remedy the breach within
         thirty (30) days after written notification of the breach by the Party
         not in default, the Party not in default shall have the right to
         terminate this Agreement. If it is apparent that such breach is not
         capable of remedy, the Party not in default will have the right to
         terminate this Agreement immediately on the date of the delivery of the
         written notification of the breach.

10.2.    In the event that a Party to this agreement should be dissolved,
         becomes insolvent, makes a voluntary or involuntary assignment of
         assets for the benefit of creditors, be assigned in bankruptcy court,
         or otherwise be faced with circumstances reasonably warranting the
         conclusion that that Party will not be able within the foreseeable
         future, to adequately comply with its obligations under this agreement,
         then the other Party to this agreement may terminate the agreement
         without notice, by giving notice of its intention to terminate in
         writing, and without the Party thereby being terminated having any
         entitlement to compensation under whatever title; without prejudice to
         the right of the Party effecting termination as per this


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         Article, to all damages and other remedies available on account of any
         relevant events, including those which form the basis for the
         termination.

10.3.    A Party may terminate this Agreement in case of Force Majeure of the
         other Party under the conditions mentioned in Article 12 under 3 and 4.


11.      EFFECT OF TERMINATION

11.1.    Upon termination of the Agreement, Pharmachemie as appropriate shall
         complete the manufacturing of all Agreement Products as the case may be
         then in process and shall deliver same together with all Agreement
         Products then in its possession pursuant to SuperGen's orders and
         SuperGen shall pay for the same.

11.2.    At the Effective Date of termination SuperGen and Pharmachemie shall
         return to each other all confidential information supplied by one Party
         to the other, copies and originals, except for one archival copy for
         compliance purposes.


12.      FORCE MAJEURE

12.1.    The obligations of either Party hereunder will be suspended during the
         time and to the extent that such Party is prevented from complying
         therewith due to any event or circumstances beyond the control and
         without fault or negligence of that Party so affected (which
         circumstance is hereinafter referred to as "Force Majeure") including
         but not limited to inevitable accidents, perils of navigation, floods,
         fire, storms, earthquake, explosion, hostilities, war (declared or
         undeclared), orders or acts of any government, whether de jure or de
         facto or any official purporting to act under the authority of any such
         government, illegality arising from domestic or foreign laws or
         regulations, insurrections, quarantine or custom restrictions, damage
         in factories or warehouses, strikes, lockouts or any other labour
         difficulty at the Parties and or suppliers of goods, raw materials
         and/or excipients, lack of


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         conveyance, breakdown of machinery or instruments or other
         disturbances at the Parties or their suppliers, resulting in hindrance
         of this Agreement.

12.2.    As soon as possible after being affected by a Force Majeure the Party
         so affected shall furnish to the other Party all particulars of the
         Force Majeure and the manner in which its performance is thereby
         prevented or delayed. The Party whose obligations hereunder have been
         suspended shall promptly and diligently pursue appropriate action to
         enable it to lift the Force Majeure situation, except that that Party
         shall not be obligated to settle any strike, lockout or other labour
         difficulty on terms contrary to its wishes.

12.3.    In the event that Pharmachemie is not able to supply Agreement Products
         to SuperGen after being affected by a Force Majeure situation SuperGen
         shall have the right to seek another source to obtain products
         replacing the Agreement Products. However, the term of this Agreement
         as defined in Article 9 of this Agreement shall be prolonged after the
         Force Majeure situation has been removed or overcome with the same
         period that SuperGen has used another source to obtain products
         replacing the Agreement Products.

12.4.    In the event that it is evident to both Parties that a Force Majeure
         cannot be removed or overcome at all, or if the Force Majeure situation
         continues for more than sixty (60) days from the date that a Party
         first became affected, then either Party may terminate this Agreement
         immediately.


13.      ASSIGNMENT

13.1.    The Parties agree that their rights and obligations under this
         Agreement may not be assigned or otherwise transferred to a third party
         without the prior written consent of the other party hereto, which
         consent may not be unreasonably withheld. Notwithstanding the
         foregoing, either Party may transfer or assign its rights and
         obligations under this Agreement to a successor to all or substantially
         all, of its business or assets whether by sale, merger, operation of
         law or otherwise; provided


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                                                  CONFIDENTIAL TREATMENT REQUEST


         that such assignee or transferee has agreed to be bound by the terms
         and conditions of this Agreement. Subject to the foregoing, this
         Agreement shall be binding upon and inure to the benefit of the
         parties hereto, their successors and assigns.


14.      INTELLECTUAL PROPERTY

14.1.    Any intellectual property generated in the formulation of the Agreement
         Products in the performance by Pharmachemie under this Agreement will
         be the sole and exclusive property of SuperGen.


15.      SEVERABILITY

15.1.    In the event that single provisions of the Agreement should be or
         become invalid or if there is a gap in the Agreement, the validity of
         the other provisions shall not be affected. Instead of the invalid
         provisions or in order to complete the Agreement a reasonable provision
         shall be effective, approaching to what the Parties would have agreed
         upon if they had considered that point.


16.      BINDING

16.1.    This Agreement shall be binding upon Pharmachemie and SuperGen and
         Pharmachemie and SuperGen agree to take full responsibility for the
         observance of the terms of this Agreement by their employees and
         Affiliated companies.


17.      APPLICABLE LAW

17.1.    This Agreement shall be exclusively governed and construed in
         accordance with Netherlands' law.


18.      DISPUTE SETTLEMENT


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                                                 CONFIDENTIAL TREATMENT REQUEST


18.1.    Any dispute, controversy or claim arising out of or in connection with
         this Agreement or any Agreement in furtherance thereof including
         disputes with respect to the validity of those Agreements, shall be
         finally and exclusively settled under the Rules of Conciliation and
         Arbitration of the International Chamber of Commerce by one arbitrator
         or - if one of the parties so requires - by three arbitrators,
         appointed in accordance with the said Rules. The place of Arbitration
         shall be in London, United Kingdom. The language of the Arbitration
         shall be the English language.


19.      MISCELLANEOUS

19.1.    NOTICES. All notices or writings required hereunder shall be sent to
         the Parties at the following address:

SUPERGEN:

         SuperGen
         Attn. President
         Address:
         Two Annabel Lane, Suite 220
         San Ramon,
         CA 94583
         USA
         Telefax: +1 510 904 1918

PHARMACHEMIE:
         Pharmachemie B.V:
         Swensweg 5
         2031 GA Haarlem
         The Netherlands
         Attention: President
         Telefax: 023-5147147


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                                                 CONFIDENTIAL TREATMENT REQUEST


19.2.    MODIFICATION/AMENDMENT. This Agreement may not be modified or amended
         in whole or in part except by a written document signed by both
         Parties.

19.3.    HEADINGS. The headings set forth in this Agreement are for convenience
         only and shall not be relied upon by the Parties nor taken in
         limitation nor extension of the meaning of the terms of this Agreement.

19.4.    WAIVER. Failure by either Party to terminate this Agreement as a result
         of a serious or persistent breach of the terms hereof, or to enforce
         its rights hereunder as a result of certain specified action, by the
         other Party, shall not prejudice the right of that Party subsequently
         to terminate this Agreement or enforce its rights hereunder for a
         subsequent breach of its obligations hereunder by the other Party.

19.5.    ENTIRETIES. This Agreement embodies the entire agreement and
         understanding between the Parties hereto and supersedes all prior
         agreements and understandings relating to the subject matter hereof.

19.6.    No subsequently delivered invoice, purchase order, acknowledgement,
         confirmation, standard terms and conditions, or similar document
         containing terms inconsistent herewith shall be effective to amend or
         modify this Agreement unless such document expressly states the
         intention to do so and is signed by both Parties hereto.

19.7.    ENGLISH VERSION. This Agreement is executed in duplicate in English.
         In the event that this Agreement is translated into a language or
         languages other than English, this version shall be controlling on all
         questions of interpretation and performance.


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their authorized representatives in duplicate originals,


FOR AND ON BEHALF OF                                 FOR AND ON BEHALF OF

SuperGen                                             Pharmachemie B.V.


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                                                 CONFIDENTIAL TREATMENT REQUEST


  /s/ Joseph Rubinfeld                           /s/ Biense Th. Visser
--------------------------------               --------------------------------
By   : Joseph Rubinfeld, Ph.D.                 By   : Biense Th. Visser

Title: President & CEO                         Title: President

Date : September 10, 1999                      Date : September 10, 1999


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                                                 CONFIDENTIAL TREATMENT REQUEST


                        SCHEDULE A  AGREEMENT PRODUCTS

As part of the Agreement between Pharmachemie and SuperGen

PRODUCTS MANUFACTURED BY PHARMACHEMIE ACCORDING TO THE SPECIFICATIONS ATTACHED
TO THIS SCHEDULE A AS ANNEX 1.W


This Schedule A is executed by the duly authorized representatives of
Pharmachemie B.V. and SuperGen in duplicate originals.


FOR AND ON BEHALF OF                           FOR AND ON BEHALF OF

SuperGen                                       Pharmachemie


  /s/ Joseph Rubinfeld                           /s/ Biense Th. Visser
--------------------------------               --------------------------------
By   : Joseph Rubinfeld, Ph.D.                 By   : Biense Th. Visser

Title: President & CEO                         Title: President

Date : September 10, 1999                      Date : September 10, 1999


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                            SCHEDULE B  TERRITORY

As part of the Agreement between Pharmachemie and SuperGen

                           the Territory is worldwide

This Schedule B is executed by the duly authorized representatives of
Pharmachemie and SuperGen in duplicate originals.


FOR AND ON BEHALF OF                           FOR AND ON BEHALF OF

SuperGen                                       Pharmachemie


  /s/ Joseph Rubinfeld                           /s/ Biense Th. Visser
--------------------------------               --------------------------------
By   : Joseph Rubinfeld, Ph.D.                 By   : Biense Th. Visser

Title: President & CEO                         Title: President

Date : September 10, 1999                      Date : September 10, 1999


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                                                 CONFIDENTIAL TREATMENT REQUEST


                                SCHEDULE C  PRICES

As part of the Agreement between Pharmachemie and SuperGen


                                     PRICES

                                        *


This Schedule C is executed by the duly authorized representatives of
Pharmachemie and SuperGen in duplicate originals.


FOR AND ON BEHALF OF                           FOR AND ON BEHALF OF

SuperGen                                       Pharmachemie

  /s/ Joseph Rubinfeld                           /s/ Biense Th. Visser
--------------------------------               --------------------------------
By   : Joseph Rubinfeld, Ph.D.                 By   : Biense Th. Visser

Title: President & CEO                         Title: President

Date : September 10, 1999                      Date : September 10, 1999


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                         SCHEDULE D  TECHNICAL AGREEMENT
                                (SPECIFICATIONS)

        The technical agreement is attached to this agreement as Annex 1



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