<PAGE>

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D.C. 20549

                                  FORM 10-Q

[ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1997

                                      OR
                                       
[   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES  EXCHANGE ACT OF 1934

For the transition period from _________ to _________

               Commission file number    0-27628

                                 SUPERGEN, INC.
                                 --------------
            (exact name of registrant as specified in its charter)
                                       
             CALIFORNIA                                  94-3132190
             ----------                                  ----------
   (State or other jurisdiction                         (IRS Employer
   of incorporation or organization)                 Identification Number)


TWO ANNABEL LANE, SUITE 220, SAN RAMON, CALIFORNIA           94583
--------------------------------------------------           -----
  (Address of principal executive offices)                 (Zip Code)


                               (510) 327-0200
                               --------------
            (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 __ XX __        No _______

                     APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of August 6, 1997, was 18,011,156.


<PAGE>
                                       
                               TABLE OF CONTENTS


PART I    FINANCIAL INFORMATION                                  PAGE NO.

    Item 1 - Financial Statements                                           
                                                                            
             Condensed Consolidated Balance Sheets as of                    
             June 30, 1997 and December 31, 1996                           3
                                                                            
             Condensed Consolidated Statements of Operations for            
             the three and six month periods ended June 30, 1997 and        
             1996 and for the period from inception to June 30, 1997       4
                                                                            
             Condensed Consolidated Statements of Cash Flows for            
             the six month periods ended June 30, 1997 and 1996             
             and for the period from inception to June 30, 1997            5
                                                                            
             Notes to Condensed Consolidated Financial Statements          6
                                                                            
    Item 2 - Management's Discussion and Analysis of                        
               Financial Condition and Results of Operations               8
     
PART II  OTHER INFORMATION

    Item 4 - Submission of Matters to a Vote of Security Holders          13
                                                                            
    Item 6 - Exhibits and Reports on Form 8-K                             13
                                       
                                       
                                       2

<PAGE>

                                SUPERGEN, INC.
                        (a development stage company)

                  CONDENSED CONSOLIDATED BALANCE SHEETS
                                (unaudited)

                                  ASSETS

<TABLE>
<CAPTION>
                                                            June 30,      December 31,
                                                             1997             1996
                                                          -----------     ------------
<S>                                                       <C>             <C>
Current assets:
     Cash and cash equivalents, including $16,300,000
       which is restricted                                $20,859,793     $ 13,914,863 
     Accounts receivable, net of allowances of                                         
       $260,848 and $72,400 at June 30, 1997 and 
       December 31, 1996, respectively                        182,184          120,440 
     Inventories                                            1,133,283        1,573,951 
     Prepaid expenses and other current assets                682,846          540,376 
                                                          -----------     ------------
       Total current assets                                22,858,106       16,149,630 
                                                                                       
Property and equipment, at cost:                                                       
     Land and building                                        744,000                - 
     Research and development equipment                        83,546           83,546 
     Office furniture and fixtures                            741,847          517,859 
     Leasehold improvements                                    85,179           53,578 
     Construction in process                                  859,858                - 
                                                          -----------     ------------
                                                            2,514,430          654,983
     Less accumulated depreciation and amortization           321,495          243,500
                                                          -----------     ------------
                                                            2,192,935          411,483
                                                                                       
Developed technology, net of amortization                   1,400,664        1,266,683 
Equity investment in related party                            500,000                - 
Other assets                                                   41,878           45,620 
                                                          -----------     ------------
       Total assets                                       $26,993,583     $ 17,873,416
                                                          -----------     ------------
                                                          -----------     ------------

                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                                                   
     Accounts payable and accrued liabilities             $   991,289     $    836,534 
     Clinical trials accrual                                  101,040          205,620 
     Accrued compensation and related expenses                123,245          290,350 
     Due to related parties                                         -          334,074 
     Amount due under asset purchase agreement                500,000          500,000 
                                                          -----------     ------------
       Total current liabilities                            1,715,574        2,166,578 
                                                                                       
Common stock subscription                                  15,300,000                - 

Shareholders' equity:                                                                  
     Preferred stock, $.001 par value; 2,000,000 shares                                
      authorized; none outstanding                                  -                - 
     Common stock, $.001 par value; 40,000,000 shares                                  
      authorized; 17,009,292 and 16,930,292 shares                                     
      issued and outstanding at June 30, 1997 and                                      
      December 31, 1996, respectively                      40,337,551       40,026,551 
     Deficit accumulated during the development stage     (30,359,542)     (24,319,713)
                                                          -----------     ------------
       Total shareholders' equity                           9,978,009       15,706,838
                                                          -----------     ------------
       Total liabilities and shareholders' equity         $26,993,583     $ 17,873,416
                                                          -----------     ------------
                                                          -----------     ------------
</TABLE>


           See accompanying notes to condensed consolidated financial statements


                                       3

<PAGE>

                               SUPERGEN, INC.
                       (a development stage company)

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (unaudited)

<TABLE>
<CAPTION>
                                                                                                                March 1, 1991
                                                                                                                 (inception)
                                                            Three months ended            Six months ended         through
                                                                 June 30,                      June 30,            June 30,
                                                          1997           1996           1997          1996          1997
                                                      -----------    -----------    -----------   ------------  ------------
<S>                                                   <C>            <C>            <C>           <C>           <C>
Net sales                                             $   555,937    $         -    $   980,898   $          -  $  1,206,860
Grant revenues                                                  -         16,473                        26,520        37,715
Contract revenues from related party                            -              -              -              -       181,202
                                                      -----------    -----------    -----------   ------------  ------------
          Total revenues                                  555,937         16,473        980,898         26,520     1,425,777

Operating expenses:
     Cost of sales                                        450,251              -        776,499              -     1,059,276
     Research and development                           2,091,986      1,135,330      4,458,742      2,035,923    19,710,374
     Sales and marketing                                  495,588         85,411        791,054        155,945     2,326,893
     General and administrative                           663,415        449,439      1,261,721        694,776     5,065,006
     Non-cash charges for acquisition of in-                   
       process research and development                         -              -              -              -     4,867,645
                                                      -----------    -----------    -----------   ------------  ------------
          Total operating expenses                      3,701,240      1,670,180      7,288,016      2,886,644    33,029,194
                                                      -----------    -----------    -----------   ------------  ------------
Loss from operations                                   (3,145,303)    (1,653,707)    (6,307,118)    (2,860,124)  (31,603,417)

Interest income                                           127,639        259,055        267,289        306,512     1,243,875
                                                      -----------    -----------    -----------   ------------  ------------
Net loss                                              $(3,017,664)   $(1,394,652)   $(6,039,829)   $(2,553,612) $(30,359,542)
                                                      -----------    -----------    -----------   ------------  ------------
                                                      -----------    -----------    -----------   ------------  ------------

Net loss per share                                         $(0.18)        $(0.08)        $(0.36)        $(0.17)
                                                      -----------    -----------    -----------   ------------  
                                                      -----------    -----------    -----------   ------------  

Weighted average shares used
  in net loss per share calculation                    16,986,083     16,754,705     16,979,067     15,030,895
                                                      -----------    -----------    -----------   ------------  
                                                      -----------    -----------    -----------   ------------  
</TABLE>



      See accompanying notes to condensed consolidated financial statements


                                       4

<PAGE>

                                 SUPERGEN, INC.
                         (a development stage company)

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                  March 1, 1991
                                                                                  (inception)
                                                         Six months ended            through
                                                              June 30,               June 30,
                                                         1997           1996           1997
                                                      -----------   ------------   ------------
<S>                                                   <C>           <C>            <C>
Operating activities:
     Net loss                                         $(6,039,829)   $(2,553,612)  $(30,359,542)
     Adjustments to reconcile net
       loss to net cash used in
       operating activities:
         Depreciation and amortization                    144,275         30,158        393,255
         Acquisition of in-process
            research and development                            -              -      4,867,645
         Stock options granted to vendors                       -              -        123,200
     Changes in operating assets and
       liabilities:
          Accounts receivable                             (61,744)             -       (182,184)
          Inventories                                     440,668              -     (1,133,283)
          Prepaid expenses and other
            current assets                               (142,470)      (354,924)      (682,846)
          Other assets                                      3,742         19,760        (41,878)
          Accounts payable, accrued
             liabilities and accrued compensation         (12,350)       116,311      1,114,534
          Clinical trials accrual                        (104,580)             -        101,040
          Due to related parties                         (334,074)             -              -
                                                      -----------   ------------   ------------
Net cash used in operating activities                  (6,106,362)    (2,742,307)   (25,800,059)

Investing activities:
    Purchase of property and
      equipment                                        (1,909,708)      (158,059)    (2,566,854)
    Acquisition of developed technology                  (150,000)              -      (220,000)
    Purchase of equity investment in related party       (500,000)              -      (500,000)
                                                      -----------   ------------   ------------
Net cash used in investing activities:                 (2,559,708)      (158,059)    (3,286,854)
Financing activities:
    Issuance of common stock and warrants                 311,000     21,844,759     32,559,961
    Contract research funding from
       affiliated partnerships                                  -              -      2,086,745
    Common stock subscription                          15,300,000                    15,300,000
                                                      -----------   ------------   ------------
Net cash provided by financing activities              15,611,000     21,844,759     49,946,706
                                                      -----------   ------------   ------------
Net increase in cash and cash equivalents               6,944,930     18,944,393     20,859,793
Cash and cash equivalents at beginning of period       13,914,863      1,815,420              -
                                                      -----------   ------------   ------------
Cash and cash equivalents at end of period            $20,859,793   $ 20,759,813   $ 20,859,793
                                                      -----------   ------------   ------------
                                                      -----------   ------------   ------------
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       5

<PAGE>


                                SuperGen, Inc.
                         (a development stage company)
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 1997

1.   SuperGen, Inc. ("the Company") is a development stage pharmaceutical
     company dedicated to the acquisition, development and commercialization of
     products that treat life-threatening diseases, particularly cancer and
     blood cell (hematological) disorders, and other serious conditions such as
     obesity and diabetes. The Company began marketing acquired products in
     late 1996 and is developing its portfolio of drugs, many of which are
     proprietary.  The Company is also developing a group of proprietary blood
     cell disorder products for the treatment of anemia associated with renal
     failure, chemotherapy, radiotherapy and aplastic anemia.  The Company's
     proprietary obesity pill, which is being developed for chronic genetic
     obesity and general obesity, is in Phase II clinical studies.

2.   The accompanying unaudited condensed consolidated financial statements 
     at June 30, 1997 and 1996 and for the three and six month periods then 
     ended, including the period from inception to date, have been prepared 
     in accordance with generally accepted accounting principles for interim 
     financial information on a basis consistent with the audited financial 
     statements for the year ended December 31, 1996.  The condensed 
     consolidated financial statements for the three and six month periods 
     ended June 30, 1997 include the accounts of the Company's wholly-owned 
     Israeli subsidiary, Rubicon Pharmaceuticals, Ltd., formed in June, 1996. 
     All intercompany transactions and balances have been eliminated. The 
     statements include all adjustments (consisting of normal recurring 
     accruals) which in the opinion of the Company's management are necessary 
     for a fair presentation of the results for the interim and inception to 
     date periods presented.  The interim results are not necessarily 
     indicative of results that may be expected for the full year.  The 
     accompanying condensed consolidated financial statements should be read 
     in conjunction with the Company's audited financial statements for the 
     year ended December 31, 1996 which are included in the Company's Annual 
     Report on Form 10-K.

3.   Net loss per share information is computed using the weighted average 
     number of shares of common stock outstanding during each period.  Common 
     equivalent shares issuable upon the exercise of outstanding options and 
     warrants to purchase shares of the Company's common stock (using the 
     treasury stock method) are not included in the calculation of the net 
     loss per share because the effect of their inclusion is anti-dilutive.

     In February 1997, the Financial Accounting Standards Board issued 
     Statement No. 128, Earnings per Share ("FAS 128") which is required to 
     be adopted for the year ending December 31, 1997.  Under the new 
     requirements for calculating primary (or basic) earnings per share, the 
     dilutive effect of stock options will be excluded.  Options and warrants 
     are currently excluded from the computation of loss per share as their 
     effect is anti-dilutive.  Therefore, the Company does not anticipate any 
     impact on its calculated loss per share as a result of the 
     implementation of FAS 128.


                                       6

<PAGE>


4.   On June 17, 1997, the Company announced that it had finalized an agreement 
     with an investment entity owned by Lawrence J. Ellison, Founder and 
     Chairman of Oracle Corporation, for a private placement in the Company's 
     common stock. Under this agreement, the investment entity paid the Company 
     $15.3 million, which was placed in a restricted account until the Company 
     issued 1,700,000 shares of common stock on July 25, 1997, at which time the
     restriction was removed. The investment entity also has an option to 
     purchase up to 850,000 shares of common stock at $9.00 per share until 
     January 1998 and warrants to acquire up to 1,275,000 shares of common stock
     at $13.50 per share until June 2007.  Related costs are estimated 
     to be approximately $300,000.

5.   On May 7, 1997 the Company entered into a supply agreement for a source 
     of bulk paclitaxel, an anti-cancer drug currently sold by Bristol-Myers 
     Squibb under the tradename Taxol-Registered Trademark-.  Pursuant to the 
     terms of the supply agreement, the Company provided funding of $400,000 
     to the supplier during the second quarter of 1997, which has been 
     charged to research and development expense.  Also, the Company 
     has entered into a $1,000,000 letter of credit with a commercial bank 
     for the purchase of bulk paclitaxel following regulatory approval of the 
     supplier's manufacturing facility. Additional research payments of 
     $600,000 and letters of credit of $2.0 million for the purchase of bulk 
     paclitaxel are due upon the attainment of specified milestones.

6.   On June 20, 1997 the Company made an equity investment of $500,000 in 
     preferred stock of a privately held development stage biotechnology company
     which is a related party. The investment represents approximately 1% of the
     outstanding shares of this company and is carried at cost.

7.   On August 6, 1997, the Company executed a definitive agreement with Israel
     Chemicals Ltd. (ICL), its largest shareholder, and repurchased 740,000 of
     the 2,571,000 shares of common stock held by ICL for $10.63 per share, or
     a total of $7,866,200.

     Under the terms of the agreement, ICL relinquished all of its international
     marketing rights to SuperGen products and released SuperGen from all 
     residual obligations remaining from ICL's strategic investment in the 
     Company.  The companies also agreed to an option for SuperGen to
     repurchase 915,500 of the remaining ICL shares at $13.50 per share
     following a call of SuperGen's warrants.  This warrant call could raise 
     approximately $36 million for SuperGen if the warrants are fully exercised.
     The option is exercisable by SuperGen or ICL for a period of ninety (90)
     days following the warrant call.

     In addition, ICL agreed to a six-month lock-up on its remaining shares
     of SuperGen common stock.  Following such six month period, ICL's
     remaining shares will be freely tradable.


                                       7

<PAGE>


Item 2.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Preliminary Note Regarding Forward-looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933, as amended and 
Section 21E of the Securities Exchange Act of 1934, as amended. These 
forward-looking statements represent the Company's expectations or beliefs 
concerning future events and include statements, among others, regarding 
incurring operating losses, requiring additional capital, consummating a 
proposed financing and incurring capital expenditures. The Company's actual 
results may differ materially from the results projected in the 
forward-looking statements as a result of, among other things, lack of market 
acceptance of and demand for the Company's products, intense price or product 
competition, failure to sell existing inventories at prices sufficient to 
cover related costs, unanticipated cash needs, failure to obtain additional 
financing and other factors set forth below under "Factors Affecting Future 
Operating Results."

Results of Operations

INCEPTION TO DATE.

From the inception of the Company in 1991 through June 30, 1997 the Company 
has incurred a cumulative net loss of approximately $30.4 million, including 
a non-cash charge of $4.9 million for the acquisition of in-process research 
and development from two affiliated limited partnerships through 1994. The 
Company expects its operating expenses to increase over the next several 
years as it expands its research and development and commercialization 
activities and operations. The Company expects to continue to incur 
significant additional operating losses.  The Company does not anticipate any 
impact on its calculated loss per share as a result of the implementation of 
FAS 128.

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996.

Total revenues were $555,937 in the second quarter of 1997 compared to 
$16,473 in the same period in 1996.  Product sales, which were initiated in 
the fourth quarter of 1996, consisted primarily of sales of Nipent-Registered
Trademark-, which was acquired from a third party.  However, until manufacturing
approval is obtained from the FDA, sales of Nipent-Registered Trademark- are 
limited to supplies on hand. See "--Factors Affecting Future Operating 
Results."  Revenue in the second quarter of 1996 consisted of income from 
grants.

Research and development expenses for the second quarter of 1997 were 
$2,091,986, compared to $1,135,330 in the same period in 1996.  As discussed 
in Note 5 to the Condensed Consolidated Financial Statements, $400,000 was 
charged to Research and Development expense in 1997 related to a supply 
agreement for paclitaxel.  The remainder of the increase in 1997 resulted 
principally from costs for bulk drugs to be used for product research and 
increased legal and facilities costs directly attributable to research and 
development activities.

                                       8

<PAGE>

Sales and marketing expenses were $495,588 in the second quarter of 1997 
compared to $85,411 in the same period in 1996.  Sales and marketing expenses 
in the second quarter of 1996 were minimal, as the Company did not commence 
product sales until the fourth quarter of 1996.  The increase in the second 
quarter of 1997 was primarily due to costs of promotional materials, 
sales-related services and sales and marketing facilities costs.  The number 
of sales personnel increased from one to five subsequent to the second 
quarter of 1996, therefore, payroll costs for sales personnel also 
contributed to the increased expense in the second quarter of 1997.

General and Administrative expenses were $663,415 in the second quarter of 
1997 compared to $449,439 in the same period in 1996.  The increase was 
largely due to the greater administrative support needed for the increased 
activities in both research and development and sales and marketing.  Payroll 
costs were higher in 1997 due to increased headcount, from four to ten 
employees, in the areas of administration, finance and investor relations.  
Costs for service providers increased in 1997 primarily due to increased 
investor relations activity following the Company's initial public offering 
in March 1996.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996.

Total revenues were $980,898 in the first six months of 1997 compared to 
$26,520 in the first six months of 1996.  Product sales, which were initiated 
in the fourth quarter of 1996, consisted primarily of sales of 
Nipent-Registered Trademark-, which was acquired from a third party. However, 
until manufacturing approval is obtained from the FDA, sales of 
Nipent-Registered Trademark- are limited to supplies on hand. See "--Factors 
Affecting Future Operating Results."

Research and development expenses for the first six months of 1997 were 
$4,458,742 compared to $2,035,923 in the same period in 1996.  Principal 
reasons for the increased expense in 1997 were a non-recurring research and 
development expense of $831,000 incurred in the first quarter related to the 
acquisition of etoposide and a $400,000 expense incurred in the second 
quarter related to a supply agreement for paclitaxel. The number of research 
and development personnel and projects undertaken was higher in the first six 
months of 1997 compared to the same period in 1996.  Costs associated with 
this higher headcount and activity level contributed to the higher expense 
in 1997 as did costs of bulk drugs to be used for product research and 
increased legal and facilities costs.

Sales and marketing expenses were $791,054 in the first six months of 1997 
compared to $155,945 in the same period in 1996. This increase was primarily 
due to costs incurred in the second quarter of 1997 for promotional 
materials, sales-related services and sales and marketing facilities.  
Payroll costs for sales personnel hired in the second half of 1996 also 
contributed to the increased expense in the first six months of 1997.  Sales 
and marketing expenses incurred in the first six months of 1996 were minimal as 
the Company did not commence product sales until the fourth quarter of 1996.

                                       9

<PAGE>

General and Administrative expenses were $1,261,721 in the first six months 
of 1997 compared to $694,776 in the same period in 1996.  The increase was 
largely due the greater administrative support needed for the increased 
activities in both research and development and sales and marketing.  Payroll 
costs were higher in 1997 due to increased headcount in the areas of 
administration, finance and investor relations.  Costs for service providers 
were higher in 1997 primarily due to increased investor relations activity.  
Legal and other costs were also higher in 1997 due primarily to expenses
associated with the Company's initial annual report and proxy statement.

Liquidity and Capital Resources

The Company has financed its operations since inception primarily through 
private equity sales totaling $10.4 million, contract research funding of 
$2.1 million from research and development agreements, net proceeds of $21.5 
million from the sale and Common Stock and Warrants in its initial public 
offering in March 1996 and a private placement of $15.3 million in common 
stock in July 1997.  Through June 30, 1997, the Company has incurred a 
cumulative net loss of $30.4 million, of which $4.9 million relates to 
non-cash charges to operations for the acquisition of in-process research and 
development.

The Company's cash and cash equivalents were $13.9 million at December 31, 
1996 and $20.9 million at June 30, 1997.  The net cash increase of $7.0 
million in the first six months of 1997 was principally due to the proceeds 
from the common stock subscription of $15.3 million received in June 1997 
offset by the net loss for the first six months of 1997 of $6.0 million, 
expenditures on new production facilities, acquisitions of developed 
technology and an equity investment.

The Company believes that its current cash and cash equivalents, together 
with the net proceeds of approximately $7.1 million realized from the net 
issuance of common stock subsequent to June 30, 1997, and other planned 
financings, will satisfy its budgeted cash requirements for approximately the 
next eighteen months, based on the Company's current operating plan.  The 
Company anticipates that capital expenditures for the remainder of 1997 will 
be at least $500,000, principally for construction costs for the new 
laboratory located in Pleasanton, California.  Also, the Company is 
continuing to actively consider the acquisition of products and product 
candidates which would require significant financial commitments-See Note 5 
to Condensed Consolidated Financial Statements. The Company may seek 
additional funding through public or private financings or collaborative or 
other arrangements with third parties.  The Company has no credit facility or 
other committed sources of capital.  There can be no assurance that 
additional funds will be available on acceptable terms, if at all.  See 
"-Factors Affecting Future Operating Results".

                                       10

<PAGE>

FACTORS AFFECTING FUTURE OPERATING RESULTS

The future operating results of the Company are highly uncertain, and the 
following factors should be carefully reviewed in addition to the other 
information contained in this quarterly report on Form 10-Q.

The Company has incurred losses in every fiscal period and expects to 
continue to incur significant operating losses.  The Company acquired the 
right to distribute four anti-cancer products in the third quarter of 1996 
and product sales commenced in October 1996.  The Company acquired inventory 
and manufacturing and distribution rights to a fifth anti-cancer product in 
the first quarter of 1997 and sales of that product commenced in the first 
quarter of 1997.  However, there can be no assurance that product sales will 
exceed the related product and selling expenses due to intense competition 
and significant selling price and gross margin decline of drugs such as 
etoposide.  In addition, the Company currently has a limited supply of the 
products it is marketing, including Nipent-Registered Trademark-. While the 
Company is seeking to enter into manufacturing agreements to provide adequate 
supplies to meet market demand, there is no assurance that the Company will 
be able to replenish its supplies on a timely basis. Failure to do so would 
materially adversely affect the Company's results of operations and cash 
flows. Also, there is no assurance that any of the Company's pending 
proprietary products will ever be successfully developed, receive and 
maintain required governmental regulatory approvals, become commercially 
viable or achieve market acceptance.

The Company has no experience in manufacturing, and only limited experience 
in procuring products in commercial quantities, selling pharmaceutical 
products and negotiating, setting up or maintaining strategic relationships 
and conducting clinical trials and other late stage phases of the regulatory 
approval process. There can be no assurance that the Company will 
successfully engage in any of these activities.

The Company's need for additional funding is expected to be substantial and 
will be determined by the progress and cost of the development and 
commercialization of its products and other activities. The Company is 
continuing to actively consider future contractual arrangements which would 
require significant financial commitments. Based on the Company's current 
operating plan, additional funds will be needed by early 1999.  Moreover, if 
the Company experiences unanticipated cash requirements during the interim 
period, the Company could require additional funds much sooner.  The source, 
availability, and terms of such funding have not been determined.  Although 
funds may be received from the sale of equity securities or the exercise of 
outstanding warrants and options to acquire common stock of the Company, 
there is no assurance any such funding will occur.


                                       11

<PAGE>

The Company faces numerous other risks in the operation of its business, 
including, but not limited to, protecting its proprietary technology and 
trade secrets and not infringing those of others; attaining market acceptance 
and a competitive advantage; entering into agreements with others to source, 
manufacture, market and sell its products; obtaining required governmental 
approval for manufacturing and marketing its products; attracting and 
retaining key personnel in research and development, manufacturing, 
marketing, sales and other operational areas; managing growth; and avoiding 
potential claims by others in such areas as product liability and 
environmental matters. In addition, increased competition in a particular 
generic market would likely lead to significant price erosion which would 
have a negative effect on the Company's potential gross profit margins. For 
example, the Company believes that the total estimated U.S. sales for 
Mitomycin and Etoposide, as well as other of the Company's proposed generic 
products, have decreased significantly in recent months due to increased 
competition and that sales for these generics may continue to decrease in the 
future as a result of competitive factors, including the introduction of 
additional generics as well as other cancer drugs, new formulations for these 
drugs and the use of different therapies.

The above factors are not intended to be inclusive and there may be numerous 
other areas subjecting the Company's operating results to risk.  Failure to 
satisfactorily achieve any of the Company's objectives or avoid any of the 
above or other risks would likely have a material adverse effect on the 
Company's business and results of operations.





                                       12

<PAGE>
                                       
                                SUPERGEN, INC.
                        PART II   -   OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

         The Company's Annual Meeting of Shareholders was held on May 27, 
1997. The results of the voting were as follows:

         Proposal 1:  Election of the Board of Directors of the Company.

         Nominee                        Votes For           Votes Withheld
         -------                        ---------           --------------

         Joseph Rubinfeld               12,545,452              10,575

         Denis Burger                   12,545,652              10,375

         David M. Fineman               12,545,552              10,475

         J. Gregory Swendsen            12,545,852              10,175

         Julius A. Vida                 12,542,552              13,475

         Daniel Zurr                    12,545,752              10,275

    Proposal 2:  Change in the state of incorporation of the Company
                 from the State of California to the State of Delaware.

              Votes For:                     9,216,274

              Votes Against:                    24,449

              Votes Abstaining:                 20,210

              Broker Non-Votes:              3,295,094

    Proposal 3:  Amendment of the Company's Amended and Restated 1993
                 Stock Option Plan to increase the number of shares
                 reserved for issuance by 500,000 shares to 2,500,000
                 shares.

              Votes For:                    12,329,030

              Votes Against:                   111,363

              Votes Abstaining:                 38,639

              Broker Non-Votes:                 76,995

    Proposal 4:   Ratification of Ernst & Young LLP as the independent
                  auditors of the Company for the fiscal year ending
                  December 31, 1997.

              Votes For:                    12,532,737

              Votes Against:                     5,100

              Votes Abstaining:                 18,190

              Broker Non-Votes:                      0



                                       13

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

  (a)   Exhibit No.

          10.2    1993 Stock Option Plan, as amended and restated effective 
                  February 3, 1997, and forms of stock option agreements 
                  thereunder.

          10.3    1996 Directors' Stock Option Plan, as amended effective 
                  February 3, 1997, and form of stock option agreement
                  thereunder.

          10.14   Common Stock Sale/Repurchase Agreement dated August 6, 1997
                  between Israel Chemicals, Ltd. and the Registrant.

         *10.26   Convertible Secured Note, Option and Warrant Purchase 
                  Agreement dated June 17, 1997 among the Registrant, Tako 
                  Ventures, LLC and, solely as to Sections 5.3 and 5.5 thereof, 
                  Lawrence J. Ellison.

          27      Financial Data Schedule - electronic filing only


  (b)             On July 2, 1997 the Company filed a report on Form 8K dated 
                  June 17, 1997 pertaining to the Convertible Secured Note, 
                  Option and Warrant Purchase Agreement dated June 17, 1997 
                  among the Registrant, Tako Ventures, LLC and solely as to 
                  sections 5.3 and 5.5 thereof, Lawrence J. Ellison.


*  Incorporated by reference to the Company's report on Form 8-K filed with 
   the Securities and Exchange Commission on July 2, 1997. The exhibit listed
   is incorporated by reference to Exhibit 99.1 of Registrant's report on
   Form 8-K.


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<PAGE>

                              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  August 12, 1997                   By /s/ Joseph Rubinfeld
      ------------------------             ------------------------------
                                               Joseph Rubinfeld, Ph.D.
                                        Chief Executive Officer, President,
                                        Chief Scientific Officer and Director
                                        (Principal Executive Officer)


Date  August 12, 1997                  By /s/ Henry C. Settle, Jr.
      ------------------------            ------------------------------
                                              Henry C. Settle, Jr.
                                       Chief Financial Officer
                                       (Principal Financial Officer)









                                       15

<PAGE>

                                INDEX OF EXHIBITS


The following exhibits are included herein:

          10.2    1993 Stock Option Plan, as amended and restated effective 
                  February 3, 1997, and forms of stock option agreements 
                  thereunder.

          10.3    1996 Directors' Stock Option Plan, as amended effective 
                  February 3, 1997, and form of stock option agreement 
                  thereunder.

          10.14   Common Stock Sale/Repurchase Agreement dated August 6, 1997
                  between Israel Chemicals, Ltd. and the Registrant.

         *10.26   Convertible Secured Note, Option and Warrant Purchase 
                  Agreement dated June 17, 1997 among the Registrant, Tako 
                  Ventures, LLC and, solely as to Sections 5.3 and 5.5 thereof, 
                  Lawrence J. Ellison.

          27      Financial Data Schedule - electronic filing only


No reports were filed on Form 8-K during the quarter for which this report is
filed.

*  Incorporated by reference to the Company's report on Form 8-K filed with 
   the Securities and Exchange Commission on July 2, 1997. The exhibit listed
   is incorporated by reference to Exhibit 99.1 of Registrant's report on
   Form 8-K.



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