Exhibit 10.2
FORM OF SENIOR CONVERTIBLE NOTE
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR
RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.
ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 19(a)
HEREOF.
THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE
SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
Senior Convertible Note
Issuance Date: June 24, 2003
Principal: U.S. $
FOR VALUE RECEIVED, SUPERGEN, INC., a Delaware corporation (the "Company"),
hereby promises to pay to the order of
or
its registered assigns ("Holder") the amount set out above as the Principal (as
reduced pursuant to the terms hereof pursuant to redemption, conversion or
otherwise, the "Principal") when due, whether upon the Maturity Date, on any
Installment Date with respect to the Installment Amount due on such Installment
Date (each, as defined herein), acceleration, redemption or otherwise (in each
case, in accordance with the terms hereof) and to pay interest ("Interest") on
any outstanding Principal at the rate of 4.00% per annum, subject to periodic
adjustment pursuant to Section 2 (the "Interest Rate"), from the date set out
above as the Issuance Date (the "Issuance Date") until the same becomes due and
payable, whether upon an Interest Date, any Installment Date or the Maturity
Date (each, as defined herein), acceleration, conversion, exchange, redemption
or otherwise (in each case in accordance with the terms hereof).
For avoidance
of doubt, any Principal that comprises a portion of the Conversion Amount
pursuant to Section 3(b) in
connection with any conversion of this Note pursuant to Section 3(a) (a
"Principal Conversion Amount") shall reduce the outstanding Principal of this
Note.
This Senior Convertible Note (including all Senior Convertible Notes
issued in exchange, transfer or replacement hereof, this "Note") is one of an
issue of Senior Convertible Notes issued on the Issuance Date pursuant to the
Securities Purchase Agreement (as defined below) (collectively, the "Notes" and
such other Notes, the "Other Notes").
Certain capitalized terms used herein are
defined in Section 29.
(1)
PAYMENTS OF PRINCIPAL.
On each Installment Date, the Company
shall pay to the Holder an amount equal to the