EXHIBIT 10.1 SUPERGEN, INC. EXECUTIVE EMPLOYMENT,
CONFIDENTIAL INFORMATION, INVENTION
ASSIGNMENT, AND ARBITRATION AGREEMENT This Executive
Employment, Confidential Information, Invention Assignment, and Arbitration
Agreement (this Employment Agreement) is made as of March 1, 2002 (the Effective
Date), by and between SuperGen, Inc., a Delaware corporation (the Company),
and Joseph Rubinfeld (Executive). BACKGROUND A.            The Company and Executive were parties to that certain
Employment, Confidential Information and Invention Assignment Agreement, dated
as of January 1, 1994, as amended by Amendment No. 1 dated
January 17, 1996, and as further amended and restated on January 1,
1998 (the Prior Employment Agreement). B.            The Prior Employment Agreement has expired and the
parties desire to enter into this Employment Agreement. NOW THEREFORE, in
consideration of the respective covenants and agreements of the parties
contained in this Agreement, the Company and Executive agree as follows: AGREEMENT 1.             TERM.  The
Company hereby employs Executive and Executive hereby accepts employment, on
the terms and conditions set forth herein. 
The term of this Agreement shall commence upon the Effective Date and
shall continue until and including December 31, 2003. 2.             DUTIES. 
Executive agrees to serve the Company as its President and Chief
Executive Officer, or in such other executive capacity as the Companys Board
of Directors (the Board) may from time to time request.  During the term of this Agreement, Executive
will devote all of his normal business time and attention to, and use his best
efforts to advance, the business of the Company.  Executive agrees not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration
without the prior approval of the Board, except that without such prior
approval Executive may serve on the board of directors of other companies if in
so doing Executive does not violate the terms of this Agreement. 3.             CONFIDENTIAL INFORMATION. (a)           COMPANY INFORMATION.  Executive agrees at all times during the
term of his employment and thereafter, to hold in strictest confidence, and not
to use, except for the benefit of the Company, or to disclose to any person,
firm or corporation without written authorization of the Board of Directors of
the Company, any Confidential Information of the  1 
   Company, except under a non-disclosure agreement duly
authorized and executed by the Company. 
Executive understands that Confidential Information means any
non-public information that relates to the actual or anticipated business or
research and development of the Company, technical data, trade secrets or
know-how, including, but not limited to, research, product plans or other
information regarding Companys products or services and markets therefor,
customer lists and customers (including, but not limited to, customers of the
Company on whom Executive called or with whom Executive became acquainted
during the term of his employment), software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances or other business
information.  Executive further
understands that Confidential Information does not include any of the foregoing
items which have become publicly known and made generally available through no
wrongful act of Executives or of others who were under confidentiality
obligations as to the item or items involved or improvements or new versions
thereof. (b)           FORMER EMPLOYER INFORMATION.  Executive agrees that he will not, during
his employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former employer or other person or entity
and that he will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to any such employer, person or
entity unless consented to in writing by such employer, person or entity. (c)           THIRD PARTY INFORMATION.  Executive recognizes that the Company has
received and in the future will receive from third parties their confidential
or proprietary information subject to a duty on the Companys part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  Executive agrees to hold all
such confidential or proprietary information in the strictest confidence and
not to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out Executives work for the Company consistent with the
Companys agreement with such third party. 4.             INVENTIONS. (a)           INVENTIONS RETAINED AND LICENSED.  As previously represented in Executives
prior employment agreements with the Company and the amendments thereto,
Executive has no inventions, original works of authorship, developments,
improvements, and trade secrets which were made by him prior to his employment
with the Company (collectively referred to as Prior Inventions), which
belong to him, which relate to the Companys proposed business, products or
research and development, and which were not previously assigned to the
Company.  If in the course of
Executives employment with the Company, Executive incorporates into a Company
product, process or service a Prior Invention owned by Executive or in which
Executive has an interest, Executive hereby grants to the Company a
nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide
license to make, have made, modify, use and sell such Prior Invention as part
of or in connection with such product, process or service, and to practice any
method related thereto. (b)           ASSIGNMENT OF INVENTIONS.  Executive agrees that Executive will
promptly make full written disclosure to the Company, will hold in trust for
the sole right and benefit of the Company, and hereby assigns to the Company,
or its designee, all Executives right, title, and  2 
   interest in and to any and all inventions, original
works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks or trade secrets, whether or not patentable or
registrable under copyright or similar laws, which Executive may solely or
jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the period of time Executive is in the
employ of the Company (collectively referred to as Inventions), except as
provided in Section 4(f) below. 
Executive further acknowledges that all original works of authorship
which are made by him (solely or jointly with others) within the scope of and
during the period of his employment with the Company, and which are protectible
by copyright, are works made for hire, as that term is defined in the United
States Copyright Act.  Executive
understands and agrees that the decision whether or not to commercialize or
market any Invention developed by Executive solely or jointly with others is
within the Companys sole discretion and for the Companys sole benefit and
that no royalty will be due to Executive as a result of the Companys efforts
to commercialize or market any such Invention. (c)           INVENTIONS ASSIGNED TO THE UNITED
STATES.  Executive agrees to assign
to the United States government all his right, title, and interest in and to
any and all Inventions whenever such full title is required to be in the United
States by a contract between the Company and the United States or any of its
agencies. (d)           MAINTENANCE OF RECORDS.  Executive agrees to keep and maintain
adequate and current written records of all Inventions made by Executive
(solely or jointly with others) during the period of his employment with the
Company.  The records will be in the form
of notes, sketches, drawings, and any other format that may be specified by the
Company.  The records will be available
to and remain the sole property of the Company at all times. (e)           PATENT AND COPYRIGHT REGISTRATIONS.  Executive agrees to assist the Company, or
its designee, at the Companys expense, in every proper way to secure the
Companys rights in the Inventions and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company of all pertinent information
and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and
any copyrights, patents, mask work rights or other intellectual property rights
relating thereto.  Executive further
agrees that his obligation to execute or cause to be executed, when it is in
his power to do so, any such instrument or papers shall continue after the
termination of this Agreement.  If the
Company is unable because of Executives mental or physical incapacity or for
any other reason to secure Executives signature to apply for or to pursue any
application for any United States or foreign patents or copyright registrations
covering Inventions or original works of authorship assigned to the Company as
above, then Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as his agent and attorney in fact,
to act for and in Executives behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon
with the same legal force and effect as if executed by Executive.  3 
   (f)            EXCEPTION TO ASSIGNMENTS.  Executive understands that the provisions of
this Agreement requiring assignment of Inventions to the Company do not apply
to any Invention which qualifies fully under the provisions of California Labor
Code Section 2870 (attached hereto as Exhibit A).  Executive will advise the Company promptly
in writing of any Inventions that Executive believes meet the criteria in
California Labor Code Section 2870. 5.             COMPENSATION AND FRINGE BENEFITS. (a)           BASE SALARY.  For all services rendered by the Executive
pursuant to this Agreement, the Company shall pay Executive a base salary (the
Base
Salary) at the annual rate of not less than Five Hundred and Sixty
Five Thousand Dollars ($565,000).  The
Base Salary shall be paid in periodic installments in accordance with the
Companys regular payroll practices. 
Executives annual salary shall be adjusted on the one-year anniversary
of the date of this Agreement to compensate for changes in the cost of living.  The amount of each annual cost of living increase
shall be twice the rate determined for such annual period by the Consumer
Price Index for Urban Wage Earners and Clerical Workers (All Items) published
by the Bureau of Labor Statistics, U.S. Department of Labor (1967 equals 100). (b)           BONUSES.  The Executive shall be entitled to a
guaranteed bonus payment of Two Hundred and Fifty Thousand Dollars ($250,000)
on December 31, 2002, provided that he is an employee of the Company on
such date (the Guaranteed Bonus). 
Executive shall also be eligible to receive a performance-based bonus of
Two Hundred and Fifty Thousand Dollars ($250,000) based upon certain criteria
to be specified by the as the compensation committee of the Board (the Compensation
Committee) including revenue and profitability targets and/or other
organizational and strategic milestones (the Performance Bonus; and
together with the Guaranteed Bonus, the Bonuses). 
Executive shall also be eligible to receive such additional salary or
other incentive compensations as the Compensation Committee may, in its sole
discretion, determine from time to time. 
Any Bonuses or other compensation payable hereunder shall be paid in
accordance with the Companys normal payroll practices and policies. (c)           OTHER BENEFITS.  Executive shall be entitled to participate
in such group life, pension, disability, accident, hospital and medical
insurance plans, and such other plan or plans which may be instituted by the
Company for the benefit of its executive employees generally, upon such terms
as may be therein provided of general application to all executive employees of
the Company and such other benefits as are mutually deemed appropriate to the
position held by Executive and to the discharge of Executives duties.  Executive shall be entitled to not less than
twenty (20) business days vacation per year, with remuneration, which shall be
coordinated with the vacation periods of other officers of the Company in a
manner that will minimize disruption of the Companys management efforts. (d)           LIFE INSURANCE.  During the term of the Agreement the Company
will continue to pay the full premium on the $10 million key person life
insurance policy covering Executive. 
Executive will be entitled to select personal beneficiaries for 25% of
the proceeds of the insurance policy. 
The Company will provide Executive with additional cash compensation at
the end of each calendar year to fully offset taxes attributable to Executive
as a result of payment of the life insurance premiums by the Company.  4 
   6.             EXPENSES. 
The Company will pay or reimburse Executive for reasonable travel,
entertainment or other expenses incurred by Executive in the furtherance of or
in connection with the performance of Executives duties hereunder in
accordance with the Companys established policies.  Executive shall furnish the Company with evidence of the
incurrence of such expenses within a reasonable period of time from the date
that they were incurred. 7.             TERMINATION BENEFITS. (a)           TERMINATION BENEFITS.  If Executives employment with the Company
or a successor corporation is terminated by the Company or successor
corporation as a result of an Involuntary Termination (as defined below)
within one (1) year following a Change in Control (as defined below),
Executive shall be entitled to receive the following severance benefits:  (1) a lump sum payment equivalent to
two (2) years of Executives then current Base Salary; and (2) a lump sum
payment equivalent to any unpaid amount of the Bonuses referenced in
Section 5(d), up to a maximum of Five Hundred Thousand Dollars ($500,000);
and (3) full acceleration of the vesting of any then unvested stock options
held by the Executive. For the purposes
of this Agreement, Involuntary Termination means (i) without
Executives express written consent, a significant reduction of Executives
duties, position or responsibilities relative to Executives duties, position
or responsibilities in effect immediately prior to such reduction;
(ii) without Executives express written consent, a substantial reduction,
without good business reasons, of the facilities and perquisites (including
office space and location) available to Executive immediately prior to such
reduction; (iii) without Executives express written consent, a material
reduction by the Company of Executives base salary as in effect immediately
prior to such reduction; (iv) without Executives express written consent,
a material reduction by the Company in the kind or level of employee benefits
to which Executive is entitled immediately prior to such reduction with the
result that Executives overall benefits package is significantly reduced;
(v) without Executives express written consent, the relocation of
Executive to a facility or a location more than fifty (50) miles from his
current location, or (vi) any purported termination of Executive other
than for Cause (as defined below). For the purposes of this
Agreement, Change in Control means the occurrence of any of the
following events:  (i) any person (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Companys then outstanding
voting securities; (ii) the consummation of the sale or disposition by the
Company of all or substantially all of the Companys assets; or (iii) the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation. For the purposes
of this Agreement, Cause means (i) any act of personal
dishonesty taken by the Executive in connection with his responsibilities as a
Service Provider which is  5 
   intended to result in
personal enrichment of the Executive, (ii) the Executives conviction of a
felony, (iii) any act by the Executive that constitutes material
misconduct and is injurious to the Company, or (iv) continued violations
by the Executive of the Executives obligations to the Company. (b)           LIMITATION
ON PAYMENTS.  In the event that the
severance and other benefits provided for in this Agreement or otherwise
payable to the Executive, including but not limited to, the accelerated vesting
of any stock options previously or hereafter granted to Executive,
(i) constitute parachute payments within the meaning of
Section 280G of the Code, and (ii) would be subject to the excise tax
imposed by Section 4999 of the Code (the Excise Tax), then
Executives benefits under this Agreement shall be reduced to the extent
necessary in order to avoid such benefits being subject to the Excise Tax. Unless the Company
and the Executive otherwise agree in writing, any determination required under
this Section shall be made in writing by the Companys independent public
accountants (the Accountants), whose determination shall be
conclusive and binding upon the Executive and the Company for all
purposes.  For purposes of making the
calculations required by this Section, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of
Section 280G and 4999 of the Code. 
The Company and the Executive shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this Section. 
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section. 8.             ARBITRATION AND EQUITABLE RELIEF. (a)           ARBITRATION.  In consideration of Executives employment
with the Company, the Companys promise to arbitrate all employment-related
disputes and Executives receipt of the compensation and other benefits paid to
Executive by the Company, at present and in the future, Executive agrees that
any and all controversies, claims or disputes with anyone (including the
Company and any employee, officer, director, shareholder or benefit plan of the
Company in their capacity as such or otherwise) arising out of, relating to, or
resulting from Executives employment with the Company, or the termination of
Executives employment with the Company, including any breach of this
Agreement, shall be subject to binding arbitration rules set forth in
California Code of Civil Procedure Section 1280 through 1294.2, including
Section 1283.05 (the Rules) and pursuant to California
law.  Disputes which Executive agrees to
arbitrate, and thereby agrees to waive any right to a trial by jury, include
any statutory claims under the state or federal law, including, but not limited
to, claims under title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the
Older Workers Benefit Protection Act, the California Fair Employment and
Housing Act, the California Labor Code, claims of harassment, discrimination or
wrongful termination and any statutory claims. 
Executive further understands that this Agreement to arbitrate also
applies to any disputes that the Company may have with Executive. (b)           PROCEDURE.  Executive agrees that any arbitration will
be administered by the American Arbitration Association (AAA) and that the neutral
arbitrator will be selected in a  6 
   manner consistent with its National Rules for the
Resolution of Employment Disputes. 
Executive agrees that the arbitrator shall have the power to decide any
motions brought to any party to the arbitration, including motions for summary
judgment and/or adjudication and motions to dismiss and demurrers, prior to any
arbitration hearing.  Executive also
agrees that the arbitrator shall have the power to award any remedies,
including attorneys fees and costs, available under applicable law.  Executive understands the Company will pay
for any administrative or hearing fees charged by the arbitrator or AAA except
that Executive shall pay the first $200.00 of any filing fees associated with any
arbitration initiated.  Executive agrees
that the arbitrator shall administer and conduct any arbitration in a manner
consistent with the rules and that to the extent that the AAAs National Rules
for the Resolution of Employment Disputes conflict with the Rules, the Rules
shall take precedence.  Executive agrees
that the decision of the arbitrator shall be in writing. (c)           REMEDY.  Except as provided by the Rules and this
Agreement, arbitration shall be the sole, exclusive and final remedy for any
dispute between Executive and the Company. 
Accordingly, except as provided for and by the Rules and this Agreement,
neither Executive nor the Company will be permitted to pursue court action
regarding claims that are subject to arbitration.  Notwithstanding, the arbitrator will not have the authority to
disregard or refuse to enforce any lawful Company policy, and the arbitrator
shall not order or require the Company to adopt a policy not otherwise required
by law which the Company has not adopted. (d)           AVAILABILITY OF INJUNCTIVE RELIEF.  In addition to the right under the Rules to
petition to the court for provisional relief, Executive agrees that any party
may also petition the court for injunctive relief where either party alleges or
claims a violation of this Agreement or any other agreement regarding trade
secrets, confidential information, nonsolicitation or Labor Code §2870.  Executive understands that any breach or
threatened breach of such an agreement will cause irreparable injury and that
money damages will not provide an adequate remedy therefor and both parties
hereby consent to the issuance of an injunction.  In the event either party seeks injunctive relief, the prevailing
party shall be entitled to recover reasonable costs and attorney fees. (e)           ADMINISTRATIVE RELIEF.  Executive understands that this Agreement
does not prohibit Executive from pursuing an administrative claim with a local,
state or federal administrative body such as the Department of Fair Employment
and Housing, the Equal Employment Opportunity Commission or the Workers
Compensation Board.  This Agreement
does, however,  preclude Executive from
pursuing court action regarding any such claim. (f)            VOLUNTARY NATURE OF THIS
AGREEMENT.  Executive acknowledges
and agrees that Executive is executing this Agreement voluntarily and without
any duress or undue influence by the Company or anyone else.  Executive further acknowledges and agrees
that Executive has carefully read this Agreement and has asked any questions
needed for Executive to understand the terms, consequences and binding effect
of this Agreement and fully understand it, including that Executive is waiving his right to a jury trial.  Finally, Executive agrees that he has been
provided an opportunity to seek the advice of an attorney of his choice before
signing this Agreement.  7 
   9.             ASSIGNMENT. 
This Agreement shall be binding upon and inure to the benefit of
(a) the heirs, executors and legal representatives of Executive upon Executives
death and (b) any successor of the Company.  Any such successor of the Company shall be deemed substituted for
the Company under the terms of this Agreement for all purposes.  As used herein, successor shall include
any person, firm, corporation or other business entity which at any time,
whether by purchase, merger or otherwise, directly or indirectly acquires all
or substantially all of the assets or business of the Company.  None of the rights of Executive to receive
any form of compensation payable pursuant to this Agreement shall be assignable
or transferable except through a testamentary disposition or by the laws of
descent and distribution upon the death of Executive.  Any attempted assignment, transfer, conveyance or other
disposition (other than as aforesaid) of any interest in the rights of
Executive to receive any form of compensation hereunder shall be null and void. 10.           NOTICES.  All notices, requests, demands and other
communications called for hereunder shall be in writing and shall be deemed
given if delivered personally or three (3) days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed
to the parties or their successors in interest at the following addresses, or
at such other addresses as the parties may designate by written notice in the
manner aforesaid: If to the Company:SuperGen, Inc.
4140 Dublin Blvd., Suite 200
Dublin, CA 94568
Attn:  Chief Financial Officer If to Executive:Joseph Rubinfeld
5304 Blackhawk Drive
Danville, CA  94506 11.           SEVERABILITY.  In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision. 12.           ENTIRE AGREEMENT.  This Agreement represents the entire
agreement and understanding between the Company and Executive concerning
Executives employment relationship with the Company, and supersedes and
replaces any and all prior agreements and understandings, whether oral or
written, concerning Executives employment relationship with the Company. 13.           NO ORAL MODIFICATION, CANCELLATION
OR DISCHARGE.  This Agreement may
only be amended, canceled or discharged in writing signed by Executive and the
Company. 14.           GOVERNING LAW.  This Agreement shall be governed by the
internal substantive laws, but not the choice of law rules, of the State of
California. 15.           ACKNOWLEDGMENT.  Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and  8 
  has carefully read
and fully understands all the provisions of this Agreement, and is knowingly
and voluntarily entering into this Agreement. [Signature Page Follows]  9 
   IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above
written.  SUPERGEN, INC.
  
  JOSEPH
  RUBINFELDBy:
  /s/ Edward Jacobs
  
  /s/ Joseph RubinfeldEdward JacobsChief Financial Officer   10 
   EXHIBIT A CALIFORNIA
LABOR CODE SECTION 2870 INVENTION
ON OWN TIME-EXEMPTION FROM AGREEMENT (a)         Any provision in an employment
agreement which provides that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time
without using the employers equipment, supplies, facilities, or trade secret
information except for those inventions that either: (1)           Relate at the time of conception or
reduction to practice of the invention to the employers business, or actual or
demonstrably anticipated research or development of the employer; or (2)           Result from any work performed by the
employee for the employer. (b)           To the extent a provision in an
employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state
and is unenforceable.  i