UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                to


Commission file number 0-27628



SUPERGEN, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction
of incorporation or organization)

91-1841574(IRS Employer Identification Number)4140 Dublin Blvd, Suite 200, Dublin, California(Address of principal executive offices)

94568(Zip Code)


(925) 560 - 0100(Registrant's telephone number, including area code)

Not applicable(Former name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes     ý    No o

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o     No ý.

The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of November 4, 2008 was 57,562,059.



---





TABLE OF CONTENTS

Page
No.PART I

FINANCIAL INFORMATIONItem 1Financial Statements (Unaudited)Condensed Consolidated Balance
Sheets as of September 30, 2008 and
December 31, 2007

3Condensed Consolidated
Statements of Operations for the three and nine month periods ended September 30, 2008 and 2007

4Condensed Consolidated
Statements of Cash Flows for the nine month periods ended September 30, 2008 and 2007

5Notes to Condensed
Consolidated Financial Statements

6Item 2Management's
Discussion and Analysis of Financial Condition and Results of Operations

18Item 3Quantitative
and Qualitative Disclosures About Market Risk

26Item 4Controls and
Procedures

27PART II

OTHER INFORMATIONItem 1ARisk
Factors

28Item 6Exhibits

39SIGNATURES

40


2

---





SUPERGEN, INC.        CONDENSED CONSOLIDATED BALANCE SHEETS        (In thousands, except share and per share amounts)

September 30,
2008

December 31,
2007(Unaudited)

(Note 1)ASSETSCurrent assets:Cash and cash equivalents

$
79,791

$
78,055Marketable securities


5,978


9,375Accounts receivable, net





71Accounts receivable from Mayne Pharma





58Prepaid expenses and other current assets


1,085


728Total current assets


86,854


88,287Marketable securities, non-current


2,934


3,419Property, plant and equipment, net


4,600


4,435Goodwill


731


731Other intangibles, net


213


532Restricted cash and investments, non-current


2,352


2,536Other assets


506


508Total assets

$
98,190

$
100,448LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
2,864

$
2,327Accrued liabilities


236


687Payable to AVI BioPharma


565


565Deferred gain on sale of products to Mayne Pharma


600


600Accrued payroll and employee benefits


2,422


2,782Total current liabilities


6,687


6,961Deferred rent


698


832Total liabilities


7,385


7,793Commitments and contingenciesStockholders' equity:Preferred stock, $.001 par value; 2,000,000 shares authorized; none outstanding





Common stock, $.001 par value; 150,000,000 shares authorized; 57,562,059 and 57,519,094 shares issued and outstanding at September 30, 2008 and
December 31, 2007, respectively


58


58Additional paid in capital


449,300


447,151Accumulated other comprehensive income (loss)


176


(2,343
)Accumulated deficit


(358,729
)

(352,211
)Total stockholders' equity


90,805


92,655Total liabilities and stockholders' equity

$
98,190

$
100,448


See
accompanying notes to condensed consolidated financial statements

3

---





SUPERGEN, INC.        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except per share amounts)        (Unaudited)

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Revenues:Net product revenue

$


$


$


$
621Royalty revenue


10,209


6,123


26,480


14,536Total revenues


10,209


6,123


26,480


15,157Costs and operating expenses:Cost of product revenue











221Research and development


8,841


6,170


24,528


17,185Selling, general, and administrative


2,511


3,072


8,860


10,345Acquired in-process research and development











9,967Gain on sale of products





(1,828
)

(1,560
)

(27,677
)Total costs and operating expenses


11,352


7,414


31,828


10,041Income (loss) from operations


(1,143
)

(1,291
)

(5,348
)

5,116Interest income


491


1,044


1,794


3,027Other than temporary decline in value of investments





(4
)

(3,055
)

(4
)Other income


41


16


49


37Income (loss) before income tax


(611
)

(235
)

(6,560
)

8,176Income tax benefit (provision)


42


427


42


(236
)Net income (loss)

$
(569
)
$
192

$
(6,518
)
$
7,940Net income (loss) per common share:Basic

$
(0.01
)
$
0.00

$
(0.11
)
$
0.14Diluted

$
(0.01
)
$
0.00

$
(0.11
)
$
0.14Weighted average shares outstanding:Basic


57,562


57,478


57,541


56,655Diluted


57,562


57,759


57,541


57,297


See
accompanying notes to condensed consolidated financial statements

4

---





SUPERGEN, INC.        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)        (Unaudited)

Nine months ended September 30,2008

2007Operating activities:Net income (loss)

$
(6,518
)
$
7,940Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation


841


732Amortization of intangibles and distribution and marketing rights


319


949Other than temporary decline in value of investments


3,055


Stock-based compensation expense


2,059


3,162Recognition of gain on sale of products


(1,400
)

(17,400
)Acquired in-process research and development





9,967Changes in operating assets and liabilities:Accounts receivable and development revenue receivable


129


1,803Inventories





223Prepaid expenses and other assets


(355
)

(100
)Restricted cash and investments


184


111Accounts payable and other liabilities


(408
)

(2,887
)Deferred gain on sale of products





(11,042
)Deferred revenue





(459
)Net cash used in operating activities


(2,094
)

(7,001
)Investing activities:Purchases of marketable securities


(8,500
)

(4,413
)Maturities of marketable securities


11,846


Purchases of property and equipment


(1,006
)

(893
)Proceeds from sale of products


1,400


17,400Net cash provided by investing activities


3,740


12,094Financing activities:Proceeds from issuance of common stock, net of issuance costs


90


3,648Net cash provided by financing activities


90


3,648Net increase (decrease) in cash and cash equivalents


1,736


8,741Cash and cash equivalents at beginning of period


78,055


67,704Cash and cash equivalents at end of period

$
79,791

$
76,445Supplemental Disclosure of Non-Cash Financing Activities:Common stock issued in connection with Montigen acquisition

$


$
9,967


See
accompanying notes to condensed consolidated financial statements

5

---





SUPERGEN, INC.        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        SEPTEMBER 30, 2008        (Unaudited)

NOTE 1.    BASIS OF PRESENTATION

The accompanying condensed unaudited consolidated financial statements of SuperGen, Inc. ("we," "SuperGen" or the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2008 are not
necessarily indicative of results that may be expected for the year ending December 31, 2008.

The
balance sheet at December 31, 2007 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. Certain balances in the Company's 2007 consolidated financial statements have been reclassified to conform to the
presentation in 2008.

For
further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended
December 31, 2007.

NOTE 2.    STOCK-BASED COMPENSATION

We account for stock-based compensation in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment"
("SFAS 123R").

Stock Option Plans.We have 14,263,000 shares of common stock authorized for issuance upon the grant of incentive stock options or nonstatutory stock options to
employees, directors, and consultants under our 2003 Stock Plan. The number of shares to be purchased, their price, and the terms of payment are determined by our Board of Directors, provided that the
exercise price for incentive stock options cannot be less than the fair market value on the date of grant. The options granted generally expire ten years after the date of grant and become exercisable
at such times and under such conditions as determined by the Board of Directors (generally over a four or five year period).

Employee Stock Purchase Plan.We also have an employee stock purchase plan ("ESPP") that allows eligible employees to purchase common stock at a price per share
equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month period during the term of the ESPP. The current offering period began May 15,
2008 and is scheduled to end on November 14, 2008. Upon adoption of SFAS 123R, we began recording stock-based compensation expense related to the ESPP.

We
recognized $642,000 and $904,000, respectively, in stock-based compensation expense for the three months ended September 30, 2008 and 2007. We recognized $2,059,000 and
$3,162,000, respectively, in stock-based compensation expense for the nine months ended September 30, 2008 and 2007. These amounts have been recorded in research and development expenses or
selling, general and administrative expenses, based on the home department of our employees.

6

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 2.    STOCK-BASED COMPENSATION (Continued)

The
fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model based on the weighted-average assumptions noted in the following table:

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Risk-free interest rate


3.44
%

4.44
%

3.25
%

4.66
%Dividend yield











Expected volatility


79.59
%

66.17
%

74.86
%

61.41
%Expected life (in years)


5.69


5.14


5.32


5.21Forfeiture rate


7.40
%

9.63
%

7.40
%

9.63
%


A
summary of the Company's stock option activity as of September 30, 2008, and changes during the nine months then ended is presented below:

Options
Outstanding

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
ValueBalance at December 31, 2007


7,286,806

$
7.52Granted


1,235,694


2.72Exercised


(5,000
)

1.75Forfeited


(83,037
)

3.44Expired


(331,244
)

9.88Balance at September 30, 2008


8,103,219

$
6.73


6.56

$
Vested or expected to vest at September 30, 2008


7,595,219

$
6.77


6.47

$
Exercisable at September 30, 2008


5,319,533

$
7.30


5.77

$



The
weighted-average grant-date fair value of options granted during the nine months ended September 30, 2008 was $1.73. The total intrinsic value of options exercised
(i.e. the difference between the market price at exercise and the price paid to exercise the options) during the nine months ended September 30, 2008 was $4,750 and the total amount of
cash received from exercise of these options was $8,750.

As
of September 30, 2008, there was $3,261,000 of total unrecognized compensation cost related to unvested stock-based awards. This cost is expected to be recognized over a
weighted average period of 2 years.

NOTE 3.    CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

Cash and cash equivalents include bank demand deposits, certificates of deposit, investments in debt securities with maturities of three months or less when purchased, and an interest in
money market funds which invest primarily in U.S. government obligations and commercial paper.

7

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 3.    CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)

Investments
in marketable securities consist of equity securities and corporate or government debt securities that have a readily ascertainable market value and are readily marketable.
We report these investments at fair value. We designate all marketable securities as available-for-sale, with unrealized gains and losses included as a component of equity.

The
following is a summary of available-for-sale securities as of September 30, 2008 (in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair ValueMoney market funds

$
5,163

$


$


$
5,163U.S. corporate debt securities


54,249





(27
)

54,222Debt securities issued by U.S. government agencies


25,979


16


(22
)

25,973Marketable equity securities


2,725


215


(6
)

2,934Total

$
88,116

$
231

$
(55
)
$
88,292


The
available-for-sale securities are classified on the balance sheet as of September 30, 2008 as follows (in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair ValueAmounts included in cash and cash equivalents

$
79,391

$
16

$
(27
)
$
79,380Marketable securities, current


6,000





(22
)

5,978Marketable securities, non-current


2,725


215


(6
)

2,934Total

$
88,116

$
231

$
(55
)
$
88,292


We
evaluate investments with unrealized losses to determine if the losses are other than temporary. We have determined that the gross unrealized losses at September 30, 2008 are
temporary. In making this determination, we considered the financial condition and near-term prospects of the issuers, the magnitude of the losses compared to the investments' cost, the
length of time the investments have been in an unrealized loss position, and our ability and intent to hold the investments for a reasonable period of time sufficient for a recovery of fair value.
Investments with unrealized losses have been in an unrealized loss position for less than a year. During the three months ended June 30, 2008, we recorded a $3,052,000 other than temporary
decline in the value of our investment in the stock of AVI BioPharma, Inc. ("AVI"). The investment in the stock of AVI had been in an unrealized loss position for more than six months as of
June 30, 2008.

8

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 3.    CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES (Continued)

Available-for-sale
securities by contractual maturity are shown below (in thousands):

Fair ValueSeptember 30,
2008

December 31,
2007Debt securities due in one year or less

$
85,358

$
81,005Marketable equity securities, non-current


2,934


3,419Total

$
88,292

$
84,424


NOTE 4.    FAIR VALUE MEASUREMENTS

On January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"), which clarifies the definition of fair
value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. In February 2008, the Financial Accounting Standards Board ("FASB") issued FSP
157-2, which allows entities to defer the effective date of SFAS 157 for one year for non-financial assets and liabilities measured at fair value on a
non-recurring basis. As allowed under FSP 157-2, we have elected to defer our adoption of SFAS 157 for such non-financial assets and liabilities until
January 1, 2009. SFAS 157 defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy and describes
three levels of inputs that may be used to measure fair value:



If
the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level
input that is significant to the fair value measurement of the instrument.

As
of September 30, 2008, we held $88,292,000 of cash equivalents and marketable securities consisting of equity securities, high quality, marketable debt instruments of
corporations, financial institutions, and government agencies and a money market fund. We have adopted an investment policy

9

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 4.    FAIR VALUE MEASUREMENTS (Continued)

and
established guidelines relating to credit quality, diversification and maturities of our investments to preserve principal and maintain liquidity. All investment securities are issued by or
guaranteed by the U.S. government and its Federal Agencies or have a credit rating of at least long-term of A or short-term of A1/P1 as determined by Moody's Investors Service
and/or Standard & Poor's. We do not have any direct investments in auction-rate securities or securities that are collateralized by assets that include mortgages or subprime debt.
Our investment portfolio has not been adversely impacted by the recent disruption in the credit markets. However, if there is continued and expanded disruption in the credit markets, there can be no
assurance that our investment portfolio will not be adversely affected in the future.

Our
cash equivalents and available-for-sale marketable securities are classified within Level 1 or Level 2 of the fair value hierarchy. These
investment securities are valued using quoted market prices, broker or dealer quotations, or other observable inputs. The fair value measurements of our cash equivalents and
available-for-sale marketable securities are identified at the following levels within the fair value hierarchy as defined by SFAS 157 (in thousands):

Fair Value Measurements
at September 30, 2008 UsingQuoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

TotalMoney market funds

$


$
5,163




$
5,163Commercial paper





54,222





54,222U.S. government agency notes





25,973





25,973Equity securities


2,934








2,934$
2,934

$
85,358




$
88,292


NOTE 5.    LICENSE AGREEMENT WITH MGI PHARMA, INC./EISAI CORPORATION

In August 2004, we entered into a license agreement with MGI PHARMA, Inc., a Minnesota corporation ("MGI") relating to Dacogen® (decitabine) for Injection, an
anti-cancer therapeutic which has been approved by the United States Food and Drug Administration ("FDA") for the treatment of patients with myelodysplastic syndromes ("MDS"). Pursuant to
the terms of the license agreement, MGI received exclusive worldwide rights to the development, commercialization and distribution of Dacogen for all indications. We are entitled to royalties from MGI
on all sales of licensed product worldwide. The license agreement will expire, on a country-by-country and licensed product-by-licensed product basis on
the later to occur of (a) twenty years after the first commercial sale of the applicable licensed product in the respective country or (b) the expiration, termination, invalidation or
abandonment of the patent rights covering the respective licensed product, or the manufacture or use thereof, in the respective country. Either we or MGI may terminate the license agreement for the
non-payment by the other of any payment obligations under the agreement, or for any uncured material breach of the agreement. In addition, we have the right to terminate the agreement if
(i) MGI

10

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 5.    LICENSE AGREEMENT WITH MGI PHARMA, INC./EISAI CORPORATION (Continued)

is
acquired by an entity that is not deemed an "equivalent" pharmaceutical company or (ii) MGI becomes insolvent. None of the payments made pursuant to the agreement are refundable, except in
the case of overpayment.

In
May 2006, the FDA approved Dacogen for the treatment of patients with MDS and MGI commenced commercial sales of Dacogen in the United States. In July 2006, MGI executed an agreement
to sublicense Dacogen to Janssen-Cilag, a Johnson & Johnson company, granting exclusive development and commercialization rights in all territories outside North America. MGI was acquired by
Eisai Corporation of North America in January 2008.

Eisai
is required to pay us royalties starting at 20% and escalating to a maximum of 30% of net worldwide Dacogen sales within 45 days after the end of each calendar quarter. We
recognize royalty
revenue on a cash basis when we receive it from Eisai because we do not have sufficient ability to accurately estimate Dacogen sales. During the three months ended September 30, 2008 and 2007,
we recorded royalty revenue of $10,209,000 and $6,123,000, respectively. During the nine months ended September 30, 2008 and 2007, we recorded royalty revenue of $26,480,000 and $14,536,000,
respectively.

NOTE 6.    ACQUISITION OF MONTIGEN PHARMACEUTICALS, INC.

On April 4, 2006, we completed our acquisition of Montigen Pharmaceuticals, Inc. ("Montigen"), a privately-held oncology-focused drug discovery and development
company headquartered in Salt Lake City, Utah. Montigen's assets included its research and development team, a proprietary drug discovery technology platform and optimization process known as
CLIMB, and late-stage pre-clinical compounds targeting Aurora-A Kinase and members of the Tyrosine Kinase receptor family. The acquisition of Montigen
was accounted for as an acquisition of assets rather than as a business combination.

The
values assigned to the assembled workforce and the CLIMB technology platform are being amortized over three years, the estimated useful lives of the assets. The accumulated
amortization of the assembled workforce and CLIMB technology was $195,000 and $868,000, respectively, at September 30, 2008.

The
acquisition agreement required us to pay the former Montigen stockholders an additional $22 million in shares of SuperGen common stock, contingent upon achievement of specific
regulatory milestones. In April 2007, the first Montigen compound received clearance from the FDA to begin Phase I clinical trials, triggering the first contingent milestone payment to the
former Montigen stockholders of $10 million, which we paid through the issuance of shares of our common stock and recorded as additional acquired in-process research and development
expense. The remaining $12 million in future contingent regulatory milestone payments that may become payable to the former Montigen stockholders will also be recorded as additional acquired
in-process research and development expense when and if the related milestones are achieved.

11

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 7.    ASSET ACQUISITION AGREEMENTS WITH MAYNE PHARMA

Sale of North American Rights

On August 22, 2006, we closed a transaction with Mayne Pharma (USA), Inc. ("Mayne"), pursuant to which Mayne acquired the
North American rights to Nipent® and our SurfaceSafe® cleaning system. We received cash proceeds of $13.4 million, which represented the purchase price per the asset
acquisition agreement, reduced by a number of adjustments and holdbacks, including a $5 million supply holdback that we received in December 2007 and a $1 million indemnification
holdback that we received in February 2008.

In
addition to the initial payment and holdbacks, we were entitled to receive annual deferred payments totaling $14.1 million over the next five years based on achievement of
specific annual sales targets by Mayne. These annual deferred payments could be accelerated under certain circumstances, including a change of control at Mayne. In February 2007, such a change in
control occurred when Mayne was acquired by Hospira, Inc. As a result, we received an accelerated milestone payment of $10.3 million from Mayne. In September 2007, we also received the
first annual sales milestone payment of $1.8 million. We did not receive the $1 million second annual sales milestone payment in September 2008 because Hospira did not achieve the
requisite Nipent sales target.

In
conjunction with this transaction, we also entered into certain related agreements including the following:



There
were a number of additional obligations under the asset acquisition agreement, including the following:



12

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 7.    ASSET ACQUISITION AGREEMENTS WITH MAYNE PHARMA (Continued)



Sale of Remaining Worldwide Rights

On April 2, 2007, we closed another transaction with Mayne completing the sale of the remaining worldwide rights for Nipent for
total consideration of up to $8.3 million. We received an initial up-front payment of $3.75 million, plus an additional $389,000 for the carrying value of the remaining
Nipent inventory. The balance of the purchase price is guaranteed and payable in five installments over a five year period on the anniversary of the closing date, except for $1.25 million in
holdbacks. The payment of the first annual installment of $400,000 was received during the three months ended June 30, 2008. The holdbacks consist of a $1 million supply holdback, which
was related to the North American $5 million holdback and was received in December 2007, and a $250,000 indemnification holdback that will be retained by Mayne for 18 months.

Recognition of Gain on Sale

From the initial cash proceeds from the North American transaction of $13.4 million, the accelerated milestone payment of
$10.3 million, and $4 million in net proceeds from the sale of the remaining worldwide rights, we deducted the value of net assets delivered to Mayne, including inventory, prepaid
expenses, and manufacturing equipment, certain legal fees, and the reimbursement

13

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 7.    ASSET ACQUISITION AGREEMENTS WITH MAYNE PHARMA (Continued)

of
alternative supply costs, and deferred amounts for alternative supply reimbursements and price protection exposure. This resulted in a remaining net gain of $24.6 million, which was
recognized during the quarter ended June 30, 2007. The gain recognized during the second quarter of 2007 included proceeds received in prior periods related to the sale of the North American
rights to Nipent that were previously recorded on the balance sheet as a deferred gain until Mayne entered into a supply agreement with an FDA approved manufacturing site during the quarter ended
June 30, 2007, and, as a result, we were able to estimate our price protection exposure.

We
received a sales milestone payment of $1.8 million in September 2007 and the supply holdback payments of $5 million and $1 million in December 2007, which were
also recorded as a gain on sale of products during the year ended December 31, 2007.

In
February 2008, we received the $1 million indemnification holdback from the sale of the North American rights that was to be held by Mayne for 18 months to cover any
potential claims, which was recorded as gain on sale of products. During the three months ended June 30, 2008, we received a $400,000 annual installment payment from Mayne related to the sale
of the remaining worldwide rights, which was also recorded as a gain on sale of products. In addition, during the three months ended June 30, 2008 we recorded an additional $160,000 as gain on
sale of products relating to the reversal of a residual products return reserve for Nipent as the reserve was no longer required due to the expiration of the contractual return period. The remaining
balance of the deferred gain on sale of products of $600,000 at September 30, 2008 consists of estimated price protection exposure.

Due
to the Company's determination that the Nipent operations sold to Mayne did not represent a separate component of the Company and the Company's continuing involvement with the Nipent
operations, resulting from entering into the related agreements and the additional obligations as described above, the Company has reflected activities related to the Nipent and SurfaceSafe businesses
in operating activities for all periods presented.

NOTE 8.    NIPENT EUROPEAN DISTRIBUTION RIGHTS

On June 1, 2006, we entered into an agreement with Wyeth to terminate the European distribution of Nipent by Wyeth and transition distribution to SuperGen. In connection with the
execution of the amended agreement, we paid Wyeth $2.1 million in consideration for the acceleration of the transfer of the Nipent European distribution rights and the net profit amounts to be
paid by Wyeth as described below. The original distribution and supply agreement with Wyeth would have terminated on its own terms at no cost to SuperGen over a period of time, varying by country,
through March 2007. Under the amended agreement, distribution rights transitioned for most countries, except Spain and France, on December 1, 2006. Spain and France transitioned in February
2007.

During
the transition period, we continued to ship vials of Nipent to Wyeth for sale and distribution in various countries in Europe. On a monthly basis, Wyeth remitted to SuperGen an
additional amount, defined in the amended and restated supply agreement as the "net profit," based on Wyeth's sales of Nipent. The net profit was computed as Wyeth's invoiced net sales, less the
product acquisition cost from SuperGen, less 5% transfer fee and less 5% distribution fee. Recurring remittances to SuperGen could be adjusted by any Wyeth invoiced trade receivable that was overdue
by

14

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 8.    NIPENT EUROPEAN DISTRIBUTION RIGHTS (Continued)

60 days
or more. At the time distribution rights transferred, we repurchased any unsold inventory held by Wyeth with a shelf life greater than 12 months.

We
recorded the initial $2.1 million payment to Wyeth as Prepaid distribution and marketing rights, and amortized it as a reduction of product revenue over 10 months, which
corresponds to the termination acceleration period of June 2006 through March 2007. This payment was fully amortized at March 31, 2007. We recognized the revenue, and related cost of revenue,
when the vials were delivered to the end customer by Wyeth. During the nine months ended September 30, 2007, we recorded $257,000 of net profit from Wyeth, which was included in net product
revenue. We had no similar revenue for the nine months ended September 30, 2008.

NOTE 9.    COMPREHENSIVE INCOME/LOSS

The following table is a reconciliation of our net income (loss) to comprehensive income (loss) (in thousands):

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Net income (loss)

$
(569
)
$
192

$
(6,518
)
$
7,940Other than temporary decline in value of investments





4


3,055


4Other comprehensive gain (loss)Change in unrealized gain (loss) on investments


188


(638
)

(536
)

(1,606
)Comprehensive income (loss)

$
(381
)
$
(442
)
$
(3,999
)
$
6,338


NOTE 10.    BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for
potential common shares. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period and dilutive
potential common shares for the period determined using the treasury-stock method. For purposes of this calculation, options to purchase stock and warrants are considered to be potential common shares
and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive.

15

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 10.    BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Continued)

The
following table is a reconciliation of the denominator used in the calculation of basic and diluted earnings per share (in thousands):

Three months ended
September 30,

Nine months ended
September 30,2008

2007

2008

2007Weighted-average common shares outstanding used in calculation of basic earnings per share


57,562


57,478


57,541


56,655Dilutive stock options and warrants





281





642Weighted-average common shares outstanding used in calculation of diluted earnings per share


57,562


57,759


57,541


57,297Outstanding stock options and warrants not included in net income (loss) per share calculation as they had an antidilutive effect


9,238


9,739


9,238


6,922


NOTE 11.    INCOME TAXES

We recorded a tax benefit of $42,000 for the three and nine months ended September 30, 2008, which was calculated based on the Company's estimated effective tax rate for the year,
taking into account estimated refundable research and development tax credits under the Housing Rescue bill passed in 2008. We recorded a tax benefit of $427,000 for the three months ended
September 30, 2007 and a tax provision of $236,000 for the nine months ended September 30, 2007, which were calculated based on the Company's estimated effective tax rate for the year.
The effective tax rate was based on the anticipated alternative minimum taxes and state income taxes.

We
have no unrecognized tax benefits, as described in FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), as of September 30, 2008.
Also, there are no accrued amounts for interest and penalties.

Our
policy will be to recognize interest and penalties related to income taxes as a component of income tax expense. We are subject to income tax examinations for U.S. Federal income
taxes and state income taxes from 1992 forward due to net operating losses in tax years 1992 through 2005. We are subject to tax examinations in the United Kingdom from 2001 forward. We do not
anticipate that our total unrecognized tax benefits will significantly change prior to September 30, 2009.

NOTE 12.    LIQUIDATION OF EUROGEN PHARMACEUTICALS

We established our European subsidiary, EuroGen Pharmaceuticals, Ltd. ("EuroGen") in 2001 to expand our commercial presence in Europe. Since that time, we have changed our
strategic focus due to the sublicense of Dacogen to MGI PHARMA in 2004 and the sale of Nipent to Mayne Pharma in 2006 and 2007. As a result, in May 2008, we decided to discontinue our European
operations and commence liquidation of EuroGen. The liquidation was substantially completed by October 1, 2008. As part of this liquidation, we terminated the two employees at EuroGen as of
September 30, 2008. As

16

---



SUPERGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2008

(Unaudited)

NOTE 12.    LIQUIDATION OF EUROGEN PHARMACEUTICALS (Continued)

part
of the employment agreements with these two employees, we were required to provide them with a twelve month notification period prior to termination. They continued to provide services from the
May 2008 notification date through September 30, 2008, during which time they were compensated with their normal salary and benefits. At their termination date, we were obligated to pay these
employees severance through the remainder of the twelve month notification period. During the three months ended September 30, 2008, we recorded additional severance costs of $98,000. During
the nine months ended September 30, 2008, we recorded total severance costs of $420,000. The severance payments were made prior to September 30, 2008 and were recorded in Selling,
general and administrative expenses. We do not expect to incur any further severance costs.

NOTE 13.    RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R establishes
principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquired business. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for business
combinations in fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt SFAS 141R beginning January 1, 2009, as required. We do not
anticipate that the adoption of SFAS 141R will currently have a material impact on our consolidated financial statements, but it will impact any future business combination beginning in 2009.

17

---





Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our consolidated financial statements and related notes
included elsewhere in this report. The results discussed below are not necessarily indicative of the results to be expected in any future periods. Our disclosure and analysis in this section of the
report also contain forward-looking statements. When we use the words "anticipate," "estimate," "project," "intend," "expect," "plan," "believe," "should," "likely" and similar expressions, we are
making forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. In particular, these statements include statements such as: our
expectations about our ability to become profitable; the percentage of royalties we expect to earn on Dacogen sales under our agreement with MGI; and our statements regarding the sufficiency of our
cash to meet our operating needs. Our actual results could differ materially from those predicted in the forward-looking statements as a result of risks and uncertainties including, but not limited
to, delays and risks associated with conducting and managing our clinical trials; developing products and obtaining regulatory approval; ability to establish and maintain collaboration relationships;
competition; ability to obtain funding; ability to protect our intellectual property; our dependence on third party suppliers; risks associated with the hiring and loss of key personnel; adverse
changes in the specific markets for our products; and our ability to launch and commercialize our products. Certain unknown or immaterial risks and uncertainties can also affect our forward-looking
statements. Consequently, no forward-looking statement can be guaranteed and you should not rely on these forward-looking statements. For a discussion of the known and material risks that could affect
our actual results, please see the "Risk Factors" section of this report. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or
otherwise. Readers should carefully review the Risk Factors section as well as other reports or documents we file from time to time with the Securities and Exchange Commission.

Overview

We are a pharmaceutical company dedicated to the discovery, development, and commercialization of therapies to treat patients with
cancer. We have a number of Aurora-A and Tyrosine Kinase inhibitors and DNA methyltransferase clinical and pre-clinical products under development. In 2006, Dacogen received
approval for marketing in the United States, during 2006 and 2007 we sold the North American and remaining worldwide rights to Nipent to Mayne Pharma, and in 2006 we acquired a drug discovery and
development company to complement our ongoing licensing efforts. These changes were implemented to mitigate the ongoing risk of competitive in-licensing and to maximize the return on both
existing resources and our incoming royalty and milestone revenue.

Since
our incorporation in 1991 we have devoted substantially all of our resources to our product development efforts. Our past development efforts have been focused primarily on the key
compounds of Dacogen and Nipent.

Dacogen.Dacogen is approved by the FDA for the treatment of patients with MDS. In September 2004, we executed an agreement granting MGI exclusive worldwide rights
to the development, manufacture, commercialization and distribution of Dacogen. Under the terms of the agreement, MGI made a $40 million equity investment in our company and will pay up to
$45 million in specific regulatory and commercialization milestone payments. To date, we have received $32.5 million of these milestone payments, including $20 million upon first
commercial sale of Dacogen in the U.S. in May 2006. In accordance with our agreement with MGI, we are entitled to receive a royalty on worldwide net sales starting at 20% and escalating to a maximum
of 30%. Because we do not have sufficient ability to accurately estimate Dacogen sales, we recognize royalty revenue on a cash basis when it is received from MGI.

In
July 2006, MGI executed an agreement to sublicense Dacogen to Janssen-Cilag, a Johnson & Johnson company, granting exclusive development and commercialization rights in all
territories outside North America. In accordance with our license agreement with MGI, we are entitled to receive 50% of

18

---



any
payments MGI receives as a result of any sublicenses. We received $5 million, 50% of the $10 million upfront payment MGI received, and, as a result of both the original agreement
with MGI and this sublicense with Janssen-Cilag, we may receive up to $17.5 million in future milestone payments as they are achieved for Dacogen globally. Janssen-Cilag companies will be
responsible for conducting regulatory and commercial activities related to Dacogen in all territories outside North America, while
MGI retains all commercialization rights and responsibility for all activities in the United States, Canada and Mexico. MGI was acquired by Eisai Corporation of North America in January 2008.

Nipent.Nipent is approved by the FDA and European regulatory authorities for the treatment of hairy cell leukemia. Nipent was marketed by us in the United States
until August 2006, and distributed in Europe through March 2007.

On
June 1, 2006, we entered into an amended and restated supply agreement with Wyeth to terminate the European distribution of Nipent by Wyeth and transition distribution to
SuperGen. The original distribution and supply agreement with Wyeth would have terminated on its own terms at no cost to SuperGen over a period of time, varying by country, through March 2007. Under
the amended agreement, distribution rights transitioned for most countries, except Spain and France, on December 1, 2006. Spain and France transitioned in February 2007. During the transition
period, we shipped vials of Nipent to Wyeth for sale and distribution in various countries in Europe. On December 1, 2006, we repurchased most of the unsold European inventory held by Wyeth
with a shelf life greater than 12 months, and repurchased the inventories for Spain and France in February 2007.

On
August 22, 2006, we closed a transaction with Mayne Pharma (USA), Inc., whereby Mayne acquired the North American rights to Nipent and our SurfaceSafe cleaning system.
Pursuant to the Asset Acquisition Agreement, we received cash proceeds of $13.4 million upon closing of the transaction. In addition to the initial payment and holdbacks, we had the right to
receive annual deferred payments totaling $14.1 million over the following five years based on achievement of specific sales targets. These annual deferred payments might be accelerated under
certain circumstances, including a change of control of Mayne. Such a change of control occurred in February 2007 when Mayne was acquired by Hospira, Inc. and we received $10.3 million
of the deferred payments. We continued to maintain our commercial operations organization to support the sales and marketing of Nipent during the six month transition period, which ended on
February 21, 2007. We were reimbursed by Mayne for all Nipent sales and marketing costs during the transition period, including employee salaries and overhead.

On
April 2, 2007, we closed another transaction with Mayne, completing the sale of the remaining worldwide rights for Nipent for total consideration of up to $8.3 million.
We received an initial up-front payment of $3.75 million as a condition of the closing, plus an additional $389,000 for the carrying value of the remaining Nipent inventory. The
balance of the purchase price is guaranteed and payable in five annual installments on the anniversary of the closing date, except for $1.25 million that will be received when certain
contractual conditions are met, including a $1 million supply holdback payment.

In
August 2007, we received a sales milestone payment of $1.8 million from Mayne and in December 2007 received $6 million in supply holdback payments. In February 2008, we
received a $1 million indemnification holdback from Mayne, and in May 2008 we received a $400,000 annual installment relating to the sale of the remaining worldwide rights.

Montigen Acquisition.In April 2006, we completed our acquisition of Montigen, a privately-held oncology-focused drug discovery and development company
headquartered in Salt Lake City, Utah. Montigen's assets included its research and development team, a proprietary drug discovery technology platform and optimization process known as CLIMB, and
late-stage pre-clinical compounds targeting Aurora-A Kinase and members of the Tyrosine Kinase receptor family.

Pursuant
to the terms of the merger agreement with Montigen, we paid the Montigen stockholders a total of $17.9 million upon the closing of the transaction in cash and shares of
SuperGen common

19

---



stock.
The merger agreement also specified an additional $22 million due to the Montigen stockholders, payable in shares of SuperGen common stock, contingent upon achievement of specific
regulatory milestones. The first Montigen compound was cleared in April 2007 by the FDA to begin Phase I clinical trials, which triggered the first milestone payment to the former Montigen
stockholders of approximately $10 million which we paid in shares of our common stock.

To
date, our product revenues have been limited and were derived primarily from sales of Nipent for the treatment of hairy cell leukemia, which was marketed in the United States until
August 2006 and in Europe through March 2007. All of our current products are in the development or clinical trial stage and will require substantial additional investments in research and
development, clinical trials, regulatory and sales and marketing activities to commercialize these product candidates. Conducting clinical trials is a lengthy, time-consuming, and
expensive process involving inherent uncertainties and risks, and our studies may be insufficient to demonstrate safety and efficacy to support FDA approval of any of our product candidates.

As
a result of our substantial research and development expenditures and minimal product revenues, we have incurred cumulative losses of $358.7 million through
September 30, 2008, and have never generated enough funds through our operations to support our business. We expect to continue to incur operating losses at least through 2009.

Ultimately,
our ability to become profitable will depend upon a variety of factors, including regulatory approvals of our products, the timing of the introduction and market acceptance
of our products and competing products, MGI's success in selling Dacogen, the launch of new products and our ability to control our ongoing costs and operating expenses. If our drug discovery and
research efforts are not successful, or if the results from our clinical trials are not positive, we may not be able to get sufficient funding to continue our trials or conduct new trials, and we
would be forced to scale down or cease our business operations. Moreover, if our products are not approved or commercially accepted we will remain unprofitable for longer than we currently anticipate.
Additionally, we might be forced to
substantially scale down our operations or sell certain of our assets, and it is likely the price of our stock would decline precipitously.

Critical Accounting Policies

Our management discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and reported disclosures. On an on-going basis, we evaluate our estimates, including
those related to revenue recognition, intangible assets, valuation of investments and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we
believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.

Our
significant accounting policies are more fully disclosed in Note 1 to our consolidated financial statements included in our 2007 Annual Report on Form 10-K.
However, some of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our
management. We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial
statements.

20

---





We account for stock-based compensation in accordance with the fair value recognition provisions of SFAS 123R. The fair value of
each stock award is estimated on the grant date using the Black-Scholes option-pricing model based on assumptions for volatility, risk-free interest rates, expected life of the option, and
dividends (if any). Expected volatility is determined based on a blend of historical volatility and implied volatility of our common stock based on the period of time corresponding to the expected
life of the stock options. The expected life of our stock options is based on our historical data and represents the period of time that stock
options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life
assumption.

We
are using the straight-line attribution method to recognize stock-based compensation expense. The amount of stock-based compensation recognized during a period is based on
the value of the portion of the awards that are ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. The term "forfeitures" is distinct from "cancellations" or "expirations" and represents only the unvested portion of the surrendered option. This
analysis is re-evaluated quarterly and the forfeiture rate is adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that
vest.

As
of September 30, 2008, there was $3,261,000 of total unrecognized compensation cost related to unvested stock-based awards. This cost is expected to be recognized over a
weighted average period of 2 years.



Our net product revenues have related principally to Nipent. We recognized sales revenue upon shipment and related transfer of title to
customers, and when collectibility was reasonably assured.

Cash
advance payments received in connection with distribution agreements, license agreements, or research grants are generally deferred and recognized ratably over the period of the
respective agreements or until services are performed. We recognize cost reimbursement revenue under collaborative agreements as the related research and development costs are incurred. We recognize
milestone fees upon completion of specified milestones according to contract terms. Deferred revenue represents the portion of such cash advance payments received that have not been earned.

We
accounted for our $2.1 million payment to Wyeth in June 2006 as Prepaid distribution and marketing rights, which were amortized against revenue over 10 months, equaling
the termination acceleration period of June 2006 through March 2007. The amortization of $630,000 through the three months ended March 31, 2007 was reflected as a reduction of product revenue.
Proceeds from our initial product shipments to Wyeth were deferred and were recognized as revenue (and related cost of revenue) when the product was delivered to the end customer by Wyeth. Under the
terms of our amended license agreement with Wyeth, we received an additional amount of net profit based on Wyeth's sales of Nipent. During the nine months ended September 30, 2007, we received
$257,000 of net profit, which was included in net product revenue. We had no similar transactions during the nine months ended September 30, 2008.

MGI
is required to pay us royalties starting at 20% and escalating to a maximum of 30% of net worldwide Dacogen sales within 45 days after the end of each calendar quarter. During
the nine month period ended September 30, 2008, we recorded royalty revenue of $26.5 million. Because we do not have sufficient ability to accurately estimate Dacogen sales, we recognize
royalty revenue on a cash basis when we receive it from MGI. In accordance with our license agreement with MGI, we are entitled to receive 50% of any payments MGI receives as a result of any
sublicenses.

21

---



We
received initial cash proceeds from the North American transaction with Mayne Pharma of $13.4 million. From the initial cash proceeds from the agreement of
$13.4 million, the accelerated milestone payment of $10.3 million, and $4 million in net proceeds from the sale of the remaining worldwide rights, we deducted the value of net
assets delivered to Mayne, including inventory, prepaid expenses, and manufacturing equipment, certain legal fees, and the reimbursement of alternative supply costs, and deferred amounts for
alternative supply reimbursements and price protection exposure. This resulted in a remaining net gain of $24.6 million, which was recognized during the quarter ended June 30, 2007. The
gain recognized included proceeds received in prior periods related to the sale of the North American rights to Nipent that were previously recorded on the balance sheet as a deferred gain because
Mayne entered into a supply agreement with an FDA approved manufacturing site during the quarter ended June 30, 2007, and as a result, we were able to estimate our price protection exposure. In
August 2007, we received a sales milestone payment of $1.8 million from Mayne and in December 2007 received $6 million in supply holdback payments. The remaining balance of the deferred
gain on sale of products of $600,000 at September 30, 2008 consists solely of the estimated price protection exposure.

During
the nine months ended September 30, 2008, we received $1 million from Mayne related to an indemnification holdback and a $400,000 annual installment payment. In
addition, we recorded an additional $160,000 as gain on sale of products relating to the reversal of a residual products return reserve for Nipent as the reserve was no longer required due to the
expiration of the contractual return period. As we have determined that the Nipent operations sold to Mayne did not represent a separate component of our business, we have reflected activities related
to the Nipent business in operating activities for all periods presented.



We have intangible assets related to goodwill and other acquired intangibles such as acquired workforce and CLIMB process technology.
The determination of related
estimated useful lives and whether or not these assets are impaired involves significant judgment. Changes in strategy and/or market conditions could significantly impact these judgments and require
adjustments to recorded asset balances. We review intangible assets, as well as other long-lived assets, for impairment whenever events or circumstances indicate that the carrying amount
may not be fully recoverable. Additionally, we review goodwill for impairment annually in accordance with FASB Statement No. 142, "Goodwill and Other Intangible Assets."



Investments in financial instruments are carried at fair value with unrealized gains and losses included in Accumulated other
comprehensive income or loss in stockholders' equity. Our investment portfolio includes equity securities that could subject us to material market risk and corporate and U.S. government (or U.S.
governmental agency) obligations that subject us to varying levels of credit risk. Specifically, as of September 30, 2008, we own 2,384,211 shares of AVI BioPharma, Inc. and recorded an
other than temporary decline in value of $3.1 million related to this investment during the three months ended June 30, 2008. If the fair value of a financial instrument has declined
below its carrying value for a period in excess of six consecutive months or if the decline is due to a significant adverse event, such that the carrying amount of these investments may not be fully
recoverable, the impairment is considered to be other than temporary. An other than temporary decline in fair value of a financial instrument would be subject to a write-down resulting in
a charge against earnings. The determination of whether a decline in fair value is other than temporary requires significant judgment, and could have a material impact on our balance sheet and results
of operations. Our management reviews the securities within our portfolio for other than temporary declines in value on a regular basis. The prices of some of our marketable securities are subject to
considerable volatility. Decreases in the fair value of these securities may significantly impact our results of operations.

22

---





Investments in equity securities without readily determinable fair value are carried at cost. We periodically review those carried costs and evaluate whether an impairment has occurred.
The determination of whether an impairment has occurred requires significant judgment, as each investment has unique market or development opportunities.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised 2007), "Business Combinations"
("SFAS 141R"). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the acquired business. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the
business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R
is effective for business combinations in fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt SFAS 141R beginning January 1, 2009,
as required. We do not anticipate that the adoption of SFAS 141R will currently have a material impact on our consolidated financial statements but it will impact any future business
combination beginning in 2009.

Results of Operations

Three months ended September 30, 2008 compared to three months ended September 30,
2007:

Three months ended
September 30,

ChangeRevenues

2008

2007

Dollar

Percent(Dollars in thousands)Royalty revenue

$
10,209

$
6,123

$
4,086


66.7
%


The
increase in royalty revenues from 2007 to 2008 is due to higher Dacogen sales by MGI/Eisai. MGI/Eisai is required to pay us royalties starting at 20% and escalating to a maximum of
30% of net worldwide Dacogen sales within 45 days after the end of each calendar quarter. Because we do not have sufficient ability to accurately estimate Dacogen sales, we recognize royalty
revenue on a cash basis when we receive it from MGI/Eisai. Royalty revenues recorded in the three months ended September 30, 2008 and 2007 relate to Dacogen sales for the second quarters of
2008 and 2007, respectively.

Three months ended
September 30,

ChangeCosts and operating expenses

2008

2007

Dollar

Percent(Dollars in thousands)Research and development

$
8,841

$
6,170

$
2,671


43.3
%Selling, general and administrative


2,511


3,072


(561
)

(18.3
)Gain on sale of products





(1,828
)

(1,828
)

(100.0
)


The
increase in research and development expenses was primarily due to higher contracted outside research and development services, supplies, and increased pre-clinical trial
costs for our various drug candidates, including SGI-1776 and S-110, in addition to higher clinical trial costs related to our Phase I and Phase Ib clinical trials for
MP-470.

The
decrease in selling, general and administrative expenses relates primarily to lower stock-based compensation and legal expenses.

Gain
on sale of products recorded in the three months ended September 30, 2007 related to an annual milestone payment from Mayne/Hospira relating to the achievement of certain
Nipent sales

23

---



targets.
We had no similar transactions during the comparable period in 2008 as Nipent sales did not achieve their annual sales targets.

Three months ended
September 30,

ChangeOther income (expense)

2008

2007

Dollar

Percent(Dollars in thousands)Interest income

$
491

$
1,044

$
(553
)

(53.0
)%Other than temporary decline in value of investments





(4
)

(4
)

(100.0
)Other income (expense)


41


16


25


156.3


The
decrease in interest income was due primarily to lower interest rates for the three months ended September 30, 2008 compared to the same period in 2007.

During
the three months ended September 30, 2007 we recorded an other than temporary decline in the value of one of our investments. The fair value of this investment had declined
below its carrying value for a period in excess of six consecutive months. We had no similar transaction in the three months ended September 30, 2008.

Nine months ended September 30, 2008 compared to nine months ended September 30, 2007:

Nine months ended
September 30,

ChangeRevenues

2008

2007

Dollar

Percent(Dollars in thousands)Net product revenue

$


$
621

$
(621
)

(100.0
)%Royalty revenue


26,480


14,536


11,944


82.2


The
decrease in net product revenue for the nine months ended September 30, 2008 was due to the sale of our remaining worldwide rights to Nipent to Mayne Pharma in 2007. Net
product revenues in 2007 related to sales of Nipent in Europe.

The
increase in royalty revenues from 2007 to 2008 is due to higher Dacogen sales by MGI/Eisai. MGI/Eisai is required to pay us royalties starting at 20% and escalating to a maximum of
30% of net worldwide Dacogen sales within 45 days after the end of each calendar quarter. Because we do not have sufficient ability to accurately estimate Dacogen sales, we recognize royalty
revenue on a cash basis when we receive it from MGI/Eisai.

Nine months ended
September 30,

ChangeCosts and operating expenses

2008

2007

Dollar

Percent(Dollars in thousands)Cost of product revenue

$


$
221

$
(221
)

(100.0
)%Research and development


24,528


17,185


7,343


42.7Selling, general and administrative


8,860


10,345


(1,485
)

(14.4
)Acquired in-process research and development





9,967


(9,967
)

(100.0
)Gain on sale of products


(1,560
)

(27,677
)

(26,117
)

(94.4
)


The
decline in cost of product revenue was due to the sale of our remaining worldwide rights to Nipent to Mayne Pharma in 2007.

The
increase in research and development expenses was primarily due to higher research and development salaries and benefits; higher contracted outside research and development services,

24

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supplies,
and increased pre-clinical trial costs for our various drug candidates, including SGI-1776 and S-110; and increased clinical trial costs related to our
Phase I and Phase Ib clinical trials for MP-470.

The
decrease in selling, general and administrative expenses relates primarily to elimination of our sales and marketing programs due to the sale of Nipent and SurfaceSafe to Mayne in
August 2006 and lower stock-based compensation expenses.

Acquired
in-process research and development cost recorded in the nine months ended September 30, 2007 represented a milestone payment due to the former Montigen
stockholders when we received clearance from the FDA to begin Phase 1 clinical trials for MP-470. We had no similar milestone payments in the nine months ended September 30,
2008.

The
gain on sale of products recorded in the nine months ended September 30, 2008 represented the receipt of a $1 million indemnification holdback and the receipt of a
$400,000 annual installment payment relating to the sale of Nipent to Mayne Pharma, and $160,000 relating to the reversal of a residual products return reserve for Nipent as the reserve was no longer
required due to the expiration of the contractual return period. Gain on sale of products recorded in the nine months ended September 30, 2007 relates to the sale of our worldwide rights to
Nipent and SurfaceSafe to Mayne Pharma and the sale of mitomycin, paclitaxel, and etoposide to Intas Pharmaceuticals, as well as the first annual milestone payment of $1,828,000 received from
Mayne/Hospira relating to the achievement of certain Nipent sales targets.

Nine months ended
September 30,

ChangeOther income (expense)

2008

2007

Dollar

Percent(Dollars in thousands)Interest income

$
1,794

$
3,027

$
(1,233
)

(40.7
)%Other than temporary decline in value of investments


(3,055
)

(4
)

3,051


76,275.0Other income


49


37


12


32.4


The
decrease in interest income was due primarily to lower interest rates for the nine months ended September 30, 2008 compared to the same period in 2007.

The
other than temporary decline in value recorded in the nine months ended September 30, 2008 relates primarily to our investment in AVI BioPharma. The other than temporary
decline in value recorded in the nine months ended September 30, 2007 relates to one of our other investments. The fair value of these investments had declined below their carrying value for a
period in excess of six consecutive months.

Liquidity and Capital Resources

Our cash, cash equivalents, and marketable securities totaled $88,703,000 at September 30, 2008 compared to $90,849,000 at
December 31, 2007.

Net
cash used in operating activities was $2,094,000 for the nine months ended September 30, 2008, and consisted primarily of the net loss of $6,518,000 plus recognition of the
gain on sale of products of $1,400,000, partially offset by non-cash stock compensation expense of $2,059,000 and an other than temporary decline in the value of investments of $3,055,000.
Net cash used in operating activities was $7,001,000 for the nine months ended September 30, 2007, and consisted primarily of net
income of $7,940,000, non-cash acquired in-process research and development expenses of $9,967,000, non-cash stock compensation expense of $3,162,000, and a
decrease in accounts receivable of $1,803,000, offset by a decrease in accounts payable and other liabilities of $2,887,000 and the recognition of and change in the deferred gain on sale of products
of $28,442,000.

25

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Net
cash provided by investing activities was $3,740,000 for the nine months ended September 30, 2008, and consisted primarily of $11,846,000 in proceeds from maturities of
marketable securities and $1,400,000 in milestone and installment payments from Mayne Pharma, partially offset by $8,500,000 for purchases of marketable securities and $1,006,000 for purchases of
property and equipment. Net cash provided by investing activities was $12,094,000 for the nine months ended September 30, 2007, and consisted primarily of milestone payments of $12,140,000 from
Mayne relating to the sale of the North American rights to Nipent, $4,012,000 from Mayne for the sale of the remaining worldwide rights to Nipent, and $1,248,000 received from Intas for the sale of
other products, partially offset by $4,413,000 paid for the purchase of marketable securities.

Net
cash provided by financing activities was $90,000 and $3,648,000 for the nine months ended September 30, 2008 and 2007, respectively, and consisted of proceeds from the
exercise of stock options or warrants in both periods.

We
have financed our operations primarily through the issuance of equity and debt securities and the receipt of payments in connection with collaborative agreements and the sale of
products. We believe that our current cash, cash equivalents, and marketable securities will satisfy our cash requirements through 2009. However, it is our intention to consider additional financing
options, which could include the selling of additional shares of stock in a public or private offering and/or exploring marketing partnership opportunities for existing or newly acquired or licensed
products and development activities resulting from the drug discovery and research operation based in Salt Lake City, Utah.

In
addition to the contractual obligations disclosed in Management's Discussion and Analysis included in our annual report on Form 10-K for the year ended
December 31, 2007, we have $12 million in future contingent regulatory milestone payments due to the former Montigen stockholders, which we are contractually obligated to pay in shares
of SuperGen stock.

We
believe that our need for additional funding will increase in the future and that our continued ability to raise funds from external sources will be critical to our success. We
continue to actively consider future contractual arrangements that would require significant financial commitments. If we experience unanticipated cash requirements, we could require additional
capital much sooner than
presently anticipated. We may raise money by the sale of our equity securities or debt. However, given uncertain market conditions and the volatility of our stock price, we may not be able to sell our
securities in public offerings or private placements at prices and on terms that are favorable to us, if at all. We may also choose to obtain funding through licensing and other contractual
agreements. Such arrangements may require us to relinquish rights to our technologies, products or marketing territories, or to grant licenses on terms that are not favorable to us. If we fail to
obtain adequate funding in a timely manner, or at all, we will be forced to scale back our product development activities or our operations in a manner that will ensure we can discharge our
obligations as they come due in the ordinary course of business.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Due to the short-term nature of our interest bearing assets, which consist primarily of certificates of deposit, United
States corporate obligations, and United States government obligations, we believe that our exposure to interest rate market risk would not significantly affect our operations.

Our
investment policy is to manage our marketable debt securities portfolio to preserve principal and liquidity while maximizing the return on the investment portfolio. Our marketable
securities portfolio is primarily invested in corporate debt securities with maturities of under one year and a minimum investment grade rating of A or A-1 or better to minimize credit
risk. Although changes in

26

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interest
rates may affect the fair value of the marketable securities portfolio and cause unrealized gains or losses, such gains or losses would not be realized unless the investments were to be sold
prior to maturity.

Foreign Currency Risk

We have had foreign operations based in Europe. Accordingly, we have been subject to exposure from adverse movements in foreign
currency exchange rates. To date, the effect of changes in foreign currency exchange rates on revenue and operating expenses has not been material. Operating expenses incurred by our foreign
subsidiaries were denominated in local currencies. We have not used financial instruments to hedge these operating expenses.

Item 4.    Controls And Procedures



As
of September 30, 2008, our management evaluated, with the participation of our chief executive officer and our chief financial officer, the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our chief executive officer and our chief financial
officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



There
were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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SUPERGEN, INC.    PART IIOTHER INFORMATION

Item 1A.    Risk Factors

The following section lists some, but not all, of the risks and uncertainties that may have a material adverse
effect on our business, financial condition and results of operations. You should carefully consider these risks in evaluating our company and business. Our business operations may be impaired if any
of the following risks actually occur, and by additional risks and uncertainties that we do not know of or that we currently consider immaterial. In such case, the trading price of our common stock
could decline.

This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in
the forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this report.

Risks Related to Dacogen and Nipent

Dacogen may not be commercially successful.

Even though Dacogen has been approved in the United States and even if it receives regulatory approval in the EU on a future date,
patients and physicians may not readily accept it, which would result in lower than projected sales and cause substantial harm to our business through the receipt of lower royalty revenue from MGI. In
addition, pursuant to our license agreement with MGI, we may receive payments from MGI in connection with the achievement of certain commercialization milestones. If these commercialization milestones
are not met, we will not receive these payments and our future financial condition and business would be harmed.

If Dacogen does not receive regulatory approval in Europe, our future revenues may be limited and our business would be harmed.

In July 2006, MGI sublicensed Dacogen to Cilag GmbH, a Johnson & Johnson company, granting exclusive development and
commercialization rights in all territories outside North America. We received 50% of the $10 million upfront payment and, as a result of both the original agreement with MGI and this
sublicense with Cilag GmbH, may receive up to $17.5 million in future milestone payments upon achievement of global regulatory and sales targets. Cilag will be responsible for conducting
regulatory and commercial activities related to Dacogen in all territories outside North America, while MGI retains all commercialization rights and responsibility for all activities in the United
States, Canada and Mexico. However, if Dacogen is never approved in Europe, we will not receive any of the expected royalty payments for commercial sales by Janssen-Cilag and future revenues and our
business will be harmed.

Our right to receive a portion of the consideration for the sale of Nipent to Mayne Pharma is subject to contingencies beyond our control.

In August 2006 we sold the North American rights to Nipent and SurfaceSafe to Mayne Pharma (USA), Inc. for a total aggregate
consideration of approximately
$34 million. Over $2 million of the aggregate consideration will not be paid to us unless and until Mayne achieves specified targets for sales of Nipent, over the next two years. We did
not receive the $1 million second annual sales milestone payment in September 2008 because Hospira did not achieve the requisite Nipent sales target. Achievement of these sales targets are
beyond our control. If we do not receive the approximately $2 million of deferred payments under the North American transaction, we will not have received full value for Nipent. If we are not
able to sell our revenue generating and otherwise valuable assets for full value, our financial condition and business will be harmed.

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Risks Related to Our Financial Condition and Common Stock

We have a history of operating losses and we expect to continue to incur losses for the foreseeable future.

Since inception, we have funded our research and development activities primarily from private placements and public offerings of our
securities, milestone payments, sales of our products, royalty revenue, and product revenues primarily from sales of Nipent. The North American rights to Nipent were sold to Mayne in August 2006 and
we sold the remaining worldwide rights to Nipent to Mayne in April 2007. Our substantial research and development expenditures and limited revenues have resulted in significant net losses. We have
incurred cumulative losses of $358.7 million from inception through September 30, 2008, and our products have not generated sufficient revenues to support our business during that time.
We expect to continue to incur substantial operating losses at least through 2009 and may never achieve profitability.

Whether
we achieve profitability depends primarily on the following factors:



Our
products and product candidates, even if successfully developed and approved, may not generate sufficient or sustainable revenues to enable us to achieve or sustain profitability.

We will require additional funding to expand our product pipeline and commercialize new drugs, and if we are unable to raise the necessary capital or to do so on acceptable
terms, our planned expansion and continued chances of survival could be harmed.

We will continue to spend substantial resources on expanding our product pipeline, commercializing future products, and conducting
research and development, including clinical trials for our product candidates. Based on our currently forecasted product development activities, we anticipate that our capital resources will be
adequate to fund operations and capital expenditures at least through 2009. However, if we experience unanticipated cash requirements during this period, we could require additional funds much sooner.
We may raise money by the sale of our equity securities or debt, or the exercise of outstanding warrants and stock options by the holders of such warrants and options. However, given uncertain market
conditions and the volatility of our stock price, we may not be able to sell our securities in public offerings or private placements at prices and/or on terms that are favorable to us, if at all.
Also, the dilutive effect of additional financings could adversely affect our per share results. We may also choose to obtain funding through licensing and other contractual agreements. For example,
we licensed the worldwide rights to the development, commercialization and distribution of Dacogen to MGI. Such arrangements may require us to relinquish our rights to our technologies, products or
marketing territories, or to grant licenses on terms that are not favorable to us. If we fail

29

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to
obtain adequate funding in a timely manner, or at all, we will be forced to scale back our product development activities, or be forced to cease our operations.

Our collaborative relationship with MGI may not produce the financial benefits that we are anticipating, which could cause our business to suffer.

We expect to record development and license revenue from payments made to us by MGI upon the achievement of regulatory and
commercialization milestones. However, we may fail to achieve these milestones, either because they are unable to secure regulatory approval of Dacogen in Europe or Asia or due to MGI's or
Janssen-Cilag's inability to expend the resources to grow or commence sales of Dacogen as prescribed by the license agreement. In addition, the license agreement provides that MGI will pay us
(i) a certain portion of revenues payable to MGI as a result of MGI sublicensing the rights to market, sell and/or distribute Dacogen, to the extent such revenues are in excess of the milestone
payments, and (ii) a 20% royalty increasing to a maximum of 30% on annual
worldwide net sales of Dacogen. We cannot guarantee that we will continue to receive these payments, and we cannot be assured that MGI will expend the resources to expand sales of Dacogen in North
America, or that the Janssen-Cilag companies will expend the resources to sell it in Europe and elsewhere, or that either company will be successful in doing so.

Our equity investment in AVI exposes us to equity price risk and any impairment charge would affect our results of operations.

Our investments in marketable securities are carried at fair value with unrealized gains and losses included in accumulated other
comprehensive income or loss in stockholders' equity. However, we are exposed to equity price risk on our equity investment in AVI. The public trading prices of the AVI shares have fluctuated
significantly since we purchased them and could continue to do so. If the public trading prices of these shares continue to trade below their cost basis in future periods, we may incur additional
impairment charges relating to this investment, which in turn will affect our results of operations.

Currently
we own 2,384,211 shares of AVI and recorded an other than temporary decline in value of $3.1 million related to this investment during the nine months ended
September 30, 2008. We evaluate investments with unrealized losses to determine if the losses are other than temporary. In making these determinations, we considered the financial condition and
near-term prospects of the issuers, the magnitude of the losses compared to the investments' cost, the length of time the investments have been in an unrealized loss position, and our
ability and intent to hold the investments for a reasonable period of time sufficient for a recovery of fair value. Under our accounting policy, marketable equity securities are presumed to be
impaired if their fair value is less than their cost basis for more than six months, absent compelling evidence to the contrary. Our investments as of September 30, 2008 with unrealized losses
have been in an unrealized loss position for less than a year. It is possible that we may record another other than temporary decline in value related to AVI in the future.

Product Development and Regulatory Risks

Before we can seek regulatory approval of any of our product candidates, we must complete clinical trials, which are expensive and have uncertain outcomes.

All of our product candidates are either in the developmental or clinical trial stage and, prior to their sale, will require regulatory
approval and the commitment of substantial resources. Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we must demonstrate through
pre-clinical testing and clinical trials that our product candidates are safe and effective for use in humans.

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We
have a portfolio of cancer drugs in various stages of development. In addition, we expect to commence new clinical trials from time to time in the course of our business as our
product development work continues. Conducting clinical trials is a lengthy, time consuming and expensive process and the results are inherently uncertain. We have incurred and will continue to incur
substantial expense for, and we have devoted and expect to continue to devote a significant amount of time to, pre-clinical testing and clinical trials. However, regulatory authorities may
not permit us to undertake any additional clinical trials for our product candidates. If we are unable to complete our clinical trials, our business will be severely harmed and the price of our stock
will likely decline.

We
also have ongoing research and pre-clinical projects that may lead to product candidates, but we have not begun clinical trials for these projects. If we do not
successfully complete our pre-clinical trials, we might not be able to commence clinical trials as planned.

Our clinical trials may be delayed or terminated, which would prevent us from seeking necessary regulatory approvals.

Completion of clinical trials may take several years or more. The length of a clinical trial varies substantially according to the
type, complexity, novelty and intended use of the product candidate. The length of time and complexity of these studies make statistical analysis difficult and regulatory approval unpredictable. The
commencement and rate of completion of our clinical trials may be delayed by many factors, including:



If
we are unable to achieve a satisfactory rate of completion of our clinical trials, our business will be significantly harmed.

We may be required to suspend, repeat or terminate our clinical trials if they are not conducted in compliance with regulatory requirements.

Our clinical trials must be conducted in accordance with the requirements of the FDA and other regulatory authorities, and are subject
to continuous oversight by these authorities, and institutional review boards and ethical committees. We outsource certain aspects of our research and development activities to contract research
organizations ("CROs"). We have agreements with these CROs for certain of our clinical programs. We and our CROs are required to comply with good clinical practice ("GCP") regulations and guidelines
for all of our products in clinical development. GCPs are enforced through periodic inspections of study sponsors, principal investigators, and study sites. If our CROs or we fail to comply with
applicable GCPs, the clinical data generated in our studies may be deemed unreliable and regulatory authorities may require us to perform additional studies before approving our applications. In
addition, our clinical trials must be conducted with product candidates produced under current good manufacturing practices ("GMPs"), and may require a large number of test subjects. Our failure to
comply with these regulations may require us to repeat clinical studies, which would delay the regulatory approval process.

31

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We may be required to suspend, repeat or terminate our clinical trials if later trial results fail to demonstrate safety and efficacy, or if the results are negative or
inconclusive.

Our clinical trials may be suspended at any time if we or the FDA believe the patients participating in our studies are exposed to
unacceptable health risks or if we or the FDA find deficiencies in the conduct of these trials. Adverse medical events during a clinical trial could cause us to terminate or repeat a clinical trial.

We
may encounter other problems and failures in our studies that would cause us or the FDA to delay or suspend the studies. Even if we achieve positive interim results in clinical
trials, these results do not necessarily predict final results, and acceptable results in early trials may not be repeated in later trials. A number of companies in the pharmaceutical industry have
suffered significant setbacks in advanced clinical trials, even after achieving promising results in earlier trials.

Negative
or inconclusive results during a clinical trial could cause us to terminate or repeat a clinical trial. The potential failures would delay development of our product candidates,
hinder our ability to conduct related pre-clinical testing and clinical trials and further delay the commencement of the regulatory approval process. Further, the failures or perceived
failures in our clinical trials would delay our product development and the regulatory approval process, damage our business prospects, make it difficult for us to establish collaboration and
partnership relationships and negatively affect our reputation and competitive position in the pharmaceutical industry. Finally, if we are required to conduct other clinical trials for the product
candidates, the additional trials would require substantial funding and time, and we may be unable to obtain funding to conduct such clinical trials.

Our failure to obtain regulatory approvals to market our product candidates in foreign countries and delays caused by government regulation would adversely affect our
anticipated revenues.

Sales of our products in foreign jurisdictions will be subject to separate regulatory requirements and marketing approvals. Approval in
the United States, or in any one foreign jurisdiction, does not ensure approval in any other jurisdiction. The process of obtaining foreign approvals may result in significant delays, difficulties and
expenses for us, and may require additional clinical trials. Although many of the regulations applicable to our products in these foreign countries are similar to those promulgated by the FDA, many of
these requirements also vary widely from country to country, which could delay the introduction of our products in those countries. Failure to comply with these regulatory requirements or to obtain
required approvals would impair our ability to commercialize our products in foreign markets.

Even
if regulatory approval of our products is obtained, later discovery of previously unknown problems may result in restrictions of a product, including withdrawal of that product from
the market. Further, governmental approval may subject us to ongoing requirements for post-marketing studies. For example, despite receipt of governmental approval, the facilities of our
third-party manufacturers are still subject to unannounced inspections by the FDA and must continue to comply with GMPs and other regulations. These regulations govern all areas of production, record
keeping, personnel and quality control. If we or our third-party manufacturers fail to comply with any of the manufacturing regulations, we may be subject to, among other things, product seizures,
recalls, fines, injunctions, suspensions or revocations of marketing licenses, operating restrictions and criminal prosecution.

If we are unable to comply with environmental laws and regulations, our business may be harmed.

We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of
hazardous materials and waste products. We currently maintain a supply of biohazardous materials at some of our facilities. We believe our safety procedures for these materials comply with all
applicable environmental laws and regulations, and we carry insurance coverage we believe is adequate for the size of our business. However, we cannot entirely eliminate the risk of accidental
contamination or injury from these materials. If an accident or environmental

32

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discharge
occurs, we could be held liable for any resulting damages, which could exceed our insurance coverage and financial resources.

We
currently outsource certain of our research and development programs involving the controlled use of biohazardous materials. We believe our collaborators have in place safety
procedures for these materials that comply with governmental standards. Nevertheless, if an accident does occur, our research and product development will be negatively affected.

Additional Risks Associated with Our Business

If the third-party manufacturers upon whom we rely fail to produce our products in the volumes that we require on a timely basis, or fail to comply with stringent
regulations applicable to pharmaceutical drug manufacturers, we may face delays in the delivery of, or be unable to meet demand for, our products.

Because we have no manufacturing facilities, we rely on third parties for manufacturing activities related to all of our product
candidates. As we develop new products, we must establish and maintain relationships with manufacturers to produce and package sufficient supplies of our finished pharmaceutical products. Reliance on
third party manufacturing presents the following risks:



Any
of these factors could delay clinical trials or commercialization of our product candidates under development, and entail higher costs.

Our business may be harmed if the manufacture of our products is interrupted or discontinued.

We may be unable to maintain our relationships with our third-party manufacturers. If we need to replace or seek new manufacturing
arrangements, we may have difficulty locating and entering into arrangements with qualified contract manufacturers on acceptable terms, if at all. We are aware of only a limited number of companies on
a worldwide basis who operate manufacturing facilities in which our products can be manufactured to our specifications and in compliance with GMPs. It could take several months, or significantly
longer, for a new contract manufacturing facility to obtain FDA approval and to develop substantially equivalent processes for the production of our product candidates. We may not be able to contract
with any of these companies on acceptable terms, if at all.

If our suppliers cannot provide the components we require, our future product sales and revenue could be harmed.

We rely on third-party suppliers to provide us with numerous components used in our products under development. Relying on third-party
suppliers makes us vulnerable to component failures and interruptions in supply, either of which could impair our ability to conduct clinical trials on a timely basis. Using third-party suppliers
makes it difficult and sometimes impossible for us to maintain quality control, manage inventory and production schedules and control production costs. Vendor lead times to supply us with ordered
components vary significantly and can exceed six months or more. Both now and as we expand our need for manufacturing capacity, we cannot be sure that our suppliers will

33

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furnish
us with required components when we need them. These factors could make it difficult for us to effectively and efficiently manufacture our products, and could adversely impact our clinical
trials, product development and future sales of our products.

Some
suppliers are our only source for a particular component, which makes us vulnerable to cost increases and supply interruptions. We generally rely on one manufacturer for each
product.

Vendors
may decide to limit or eliminate sales of certain products to the medical industry due to product liability or other concerns. In the event one of our sole source suppliers
decides not to manufacture the component, goes out of business, or decides to cut off our supply, we may be unable to locate replacement supply sources, or the sources that we may locate may not
provide us with similar reliability or pricing and our business could suffer. If we cannot obtain a necessary component, we may need to find, test and obtain regulatory approval for a replacement
component, produce the component or redesign the related product, which would cause significant delay and could increase our manufacturing costs. Any of these events could adversely impact our future
sales and results of operations.

If we are not able to maintain and successfully establish new collaborative and licensing arrangements with third parties, our product development and business will be
harmed.

Our business model is based on establishing collaborative relationships with other parties both to license compounds upon which our
products and technologies are based and to manufacture our products or our collaborators' products. It is critical that we gain access to compounds and technologies to license for further development.
Due to the expense of the drug approval process we must have relationships with established pharmaceutical companies to offset some of our development costs in exchange for a combination of
development, marketing and distribution rights.

From
time to time we enter into discussions with various companies regarding the establishment of new collaborations. If we are not successful in establishing new partners for our
product candidates, we may not be able to pursue further development of such product candidates and/or may have to reduce or cease our current development programs, which would materially harm our
business. Even if we are successful in establishing new collaborations, they are subject to numerous risks and uncertainties including:



In
addition, our collaborators may undergo business combinations, which could have the effect of making the collaboration with us less attractive to them for a number of reasons. For
example, if an existing collaborator purchases a company that is one of our competitors, that company may be less willing to continue its collaboration with us. A company that has a strategy of
purchasing companies with attractive technologies might have less incentive to enter into a collaboration agreement with us. Moreover, disputes may arise with respect to the ownership of rights to any
technology or products developed with any current or future collaborator. Lengthy negotiations with potential collaborators or disagreements between us and our collaborators may lead to delays in or
termination of the research, development or commercialization of product candidates or result in time consuming and expensive litigation or arbitration.

34

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Our collaborative relationships with third parties could cause us to expend significant funds on development costs with no assurance of financial return.

From time to time we enter into collaborative relationships with third parties to co-develop and market products. These
relationships require substantial financial commitments from us, and at the same time the product developments are subject to the same regulatory requirements, risks and uncertainties associated with
the development of our other
product candidates. The compounds that are the subject of these collaborative agreements may prove to be ineffective, may fail to receive regulatory approvals, may be unprotectable by patents or other
intellectual property rights, or may not be otherwise commercially viable. If these collaborative relationships are not successful, our product developments will be adversely affected, and our
investments and efforts devoted to the product developments will be wasted.

Our ability to protect our intellectual property rights will be critically important to the success of our business, and we may not be able to protect these rights in the
United States or abroad.

The success of our operations depends in part on our ability to obtain patents, protect trade secrets, operate without infringing the
proprietary rights of others and enforce our proprietary rights against accused infringers.

We
actively pursue a policy of seeking patent protection when applicable for our proprietary products and technologies, whether they are developed in-house or acquired from
third parties. We attempt to protect our intellectual property position by filing United States and foreign patent applications related to our proprietary technology, inventions and improvements that
are important to the development of our business. To date, we have ownership of or acquired licenses to numerous patents covering various aspects of our proprietary drugs and technologies. In
addition, we are prosecuting a number of patent applications for new drug candidates that we are actively developing at this time.

We
also have patents, licenses to patents, and pending patent applications in Europe, Australia, Japan, Canada, China and Israel among other countries. Limitations on patent protection,
and the differences in what constitutes patentable subject matter, may limit the protection we have on patents issued or licensed to us in these countries. In addition, laws of foreign countries may
not protect our intellectual property to the same extent as would laws in the United States. In determining whether or not to seek patent protection or to license any patent in a foreign country, we
weigh the relevant costs and benefits, and consider, among other things, the market potential and profitability, the scope of patent protection afforded by the law of the jurisdiction and its
enforceability, and the nature of terms with any potential licensees. Failure to obtain adequate patent protection for our proprietary drugs and technology would impair our ability to be commercially
competitive in these markets.

The
pharmaceutical industry is characterized by a large number of patent filings involving complex legal and factual questions, and therefore we cannot predict with certainty whether our
patents will be enforced effectively. Competitors may have filed applications for, or been issued patents on, products or processes that compete with or are similar to ours. We may not be aware of all
of the patents potentially adverse to our interests which may have been issued to others. In addition, third parties may challenge, invalidate or circumvent any of our patents. Thus, any patents that
we own or license from third parties may not provide adequate protection against competitors, if at all. Our pending patent
applications and those we may file in the future, or those we may license from third parties, may not result in patents being issued with adequate claim scope, if at all.

In
addition to pursuing patent protection in appropriate instances, we also rely on trade secret protection or regulatory marketing exclusivity for unpatented proprietary technology.
However, trade secrets are difficult to protect. Our trade secrets or those of our collaborators may become known or may be independently discovered by others. Furthermore, regulatory marketing
exclusivity is for a limited time period, which may not be an adequate period for our business interests.

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In
the pharmaceutical industry there has been, and we believe that there will continue to be, significant litigation regarding patent and other intellectual property rights. Claims may
be brought against us in the future based on patents held by others. These persons could bring legal actions against us claiming damages and seeking to enjoin clinical testing, manufacturing and
marketing of the affected product. If we become involved in litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If a lawsuit against us is
successful, in addition to any potential liability for damages, we could be required to obtain a license to continue to manufacture or market the affected product. We cannot assure you that we would
prevail in a lawsuit filed against us or that we could obtain any licenses required under any patents on acceptable terms, if at all.

Our
proprietary products are dependent upon compliance with numerous licenses and agreements. These licenses and agreements require us to make royalty and other payments, reasonably
exploit the underlying technology of the applicable patents, and comply with regulatory filings. If we fail to comply with these licenses and agreements, we could lose the underlying rights to one or
more of these potential products, which would adversely affect our product development and harm our business.

If we fail to compete effectively against other pharmaceutical companies, our business will suffer.

The pharmaceutical industry in general and the oncology sector in particular is highly competitive and subject to significant and rapid
technological change. There are many companies, both public and private, including well-known pharmaceutical companies that are engaged in the discovery and development of products for
some of the applications that we are pursuing. Some of our competitors and probable competitors include Rigel, Exelixis, SGX, Millennium, Sanofi-Aventis, Bristol-Myers Squibb Company, Celgene, Eli
Lilly & Co., GlaxoSmithKline, Novartis AG, Pfizer, and others.

Many
of our competitors have substantially greater financial, research and development and manufacturing resources than we do and represent substantial long-term competition
for us. Some of our competitors have received regulatory approval for products or are developing or testing product candidates that compete directly with our product candidates. For example,
MP-470 faces competition from a multitude of other investigational drugs which are multi-targeted tyrosine kinase inhibitors and inhibitors of the DNA repair pathway. There are a number of
investigational drugs that are inhibitors of aurora kinases which are direct competitors of MP-529. We also expect that there will be other inhibitors of Pim kinases that will emerge as
competition for SGI-1776 as well as other investigational drugs progressing through our discovery pipeline. In addition, Dacogen faces competition from
5-aza-cytidine as well as oral formulations of 5-aza-cytidine and other drugs in development to treat MDS.

In
addition, many of these competitors, either alone or together with their customers and partners, have significantly greater experience than we do in discovering products, undertaking
pre-clinical testing and clinical trials, obtaining FDA and other regulatory approvals, and manufacturing and marketing products. Accordingly, our competitors may succeed in obtaining
patent protection, receiving FDA approval or commercializing products before we do. If we elect to commence commercial product sales of our product candidates, we could be at a disadvantage relative
to many companies with greater marketing and manufacturing capabilities, areas in which we have limited or no experience.

Factors
affecting competition in the pharmaceutical industry vary depending on the extent to which competitors are able to achieve an advantage based on superior differentiation of their
products' greater institutional knowledge or depth of resources. If we are able to establish and maintain a competitive advantage based on the ability of CLIMB to discover new drug candidates more
quickly and against targets not accessible by many competitors, our advantage will likely depend primarily on the ability of our CLIMB technology to make accurate predictions about the effectiveness
and safety of our drug candidates as well as our ability to effectively and rapidly develop investigational drugs.

Extensive
research and development efforts and rapid technological progress characterize the industry in which we compete. Although we believe that our proprietary drug discovery
capabilities

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afford
us a competitive advantage relative to other discovery and development companies competing in oncology, we expect competitive intensity in this pharmaceutical segment to continue. Discoveries
by others may render CLIMB and our current and potential products noncompetitive. Our competitive position also depends on our ability to attract and retain qualified scientific and other personnel,
develop effective proprietary products, implement development plans, obtain patent protection and secure adequate capital resources.

The pharmaceutical industry in general and the oncology sector in particular is subject to significant and rapid technological change. Developments by competitors may render
our product candidates or technologies obsolete or non-competitive.

Our competitors may succeed in developing technologies or products that are more effective than ours. Additionally, our products that
are under patent protection face intense competition from competitors' proprietary products. This competition may increase as new products enter the market.

A
number of our competitors have substantially more capital, research and development, regulatory, manufacturing, marketing, human and other resources and experience than we have. As a
result, our competitors may:



We
will also face increasing competition from lower-cost generic products after patents on our proprietary products expire. Loss of patent protection typically leads to a
rapid decline in sales for that product and could affect our future results. As new products enter the market, our products may become obsolete or our competitors' products may be more effective or
more effectively marketed and sold than our products. Technological advances, competitive forces and loss of intellectual property protection rights for our products may render our products obsolete.

We may be subject to product liability lawsuits and our insurance may be inadequate to cover damages.

Clinical trials and commercial use of our current and potential products may expose us to liability claims from the use or sale of
these products. Consumers, healthcare providers, pharmaceutical companies and others selling such products might make claims of this kind. We may experience financial losses in the future due to
product liability claims. We have obtained limited product liability insurance coverage for our products and clinical trials, under which the coverage limits are $10 million per occurrence and
$10 million in the aggregate. We do not know whether this coverage will be adequate to protect us in the event of a claim. We may not be able to obtain or maintain insurance coverage in the
future at a reasonable cost or in sufficient amounts to protect us against losses. If third parties bring a successful product liability claim or series of claims against us for uninsured liabilities
or in excess of insured liabilities, we may not have sufficient financial resources to complete development or commercialization of any of our product candidates and our business and results of
operations will be adversely affected.

If we are unable to attract and retain additional, highly skilled personnel required for the expansion of our activities, our business will suffer.

Our success is dependent on key personnel, including members of our senior management and scientific staff. If any of our executive
officers decides to leave and we cannot locate a qualified replacement in time to allow a smooth transition, our business may be adversely affected. To

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successfully
expand our operations, we will need to attract and retain additional highly skilled individuals, particularly in the areas of clinical administration, pre-clinical and
development research, manufacturing and finance. We compete with other companies for the services of existing and potential employees, however to the extent these employees favor larger, more
established employers, we may be at a disadvantage.

Earthquake or other natural or man-made disasters and business interruptions could adversely affect our business.

Our operations are vulnerable to interruption by fire, power loss, floods, telecommunications failure and other events beyond our
control. In addition, our operations are susceptible to disruption as a result of natural disasters such as earthquakes. So far we have never experienced any significant disruption of our operations
as a result of earthquakes or other natural disasters. Although we have a contingency recovery plan, any significant business interruption could cause delays in our drug development and future sales
and harm our business.

Provisions in our certificate of incorporation, bylaws and applicable Delaware law may prevent or discourage third parties or stockholders from attempting to replace our
management.

Anti-takeover provisions of our certificate of incorporation and bylaws make it more difficult for a third party to acquire
us, even if doing so would be beneficial to our stockholders. These provisions include:



Our
bylaws establish procedures, including notice procedures, with regard to the nomination, other than by or at the direction of our board of directors, of candidates for election as
directors or for stockholder proposals to be submitted at stockholder meetings.

We
are also subject to Section 203 of the Delaware General Corporation Law, an anti-takeover provision. In general, Section 203 of the Delaware General
Corporation Law prevents a stockholder owning 15% or more of a corporation's outstanding voting stock from engaging in business combinations with a Delaware corporation for three years following the
date the stockholder acquired 15% or more of a corporation's outstanding voting stock. This restriction is subject to exceptions, including the approval of the board of directors and of the holders of
at least two-thirds of the outstanding shares of voting stock not owned by the interested stockholder.

We
believe that the benefits of increased protection of our potential ability to negotiate with the proponents of unfriendly or unsolicited proposals to acquire or restructure us
outweigh the disadvantages of discouraging those proposals because, among other things, negotiation of those proposals could result in an improvement of their terms. Nevertheless, these provisions are
expected to discourage different types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with us, and
may have the effect of preventing or discouraging third parties or stockholders from attempting to replace our management.

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Item 6.    Exhibits

Exhibit
No.

Description of Document31.1

Certification of Chief Executive Officer under Section 302(a) of the Sarbanes-Oxley Act of 200231.2

Certification of Chief Financial Officer under Section 302(a) of the Sarbanes-Oxley Act of 200232.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

SUPERGEN, INC.Date:

November 10, 2008

By:

/s/ JAMES S.J. MANUSO James S.J. Manuso, Ph.D. President and Chief Executive Officer
(Principal Executive Officer)By:

/s/ MICHAEL MOLKENTIN Michael Molkentin Chief Financial Officer
(Principal Financial and Accounting Officer)


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