0001104659-03-003106 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2003 • Supergen Inc • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2003 by and among SuperGen, Inc., a Delaware corporation, with headquarters located at 4140 Dublin Boulevard, Suite 200, Dublin, California 94568 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 27th, 2003 • Supergen Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2003, by and among SuperGen, Inc., a Delaware corporation, with headquarters located at 4140 Dublin Boulevard. Suite 200, Dublin, California 94568 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITIES ACCOUNT CONTROL AGREEMENT
Securities Account Control Agreement • February 27th, 2003 • Supergen Inc • Pharmaceutical preparations • New York

SECURITIES ACCOUNT CONTROL AGREEMENT (the “Agreement”), dated as of February 26, 2003, among SuperGen, Inc., a Delaware company (the “Company”), the secured parties set forth on the signature pages hereof (each, a “Secured Party”, and collectively, the “Secured Parties”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Custodian.

PLEDGE AGREEMENT
Pledge Agreement • February 27th, 2003 • Supergen Inc • Pharmaceutical preparations • New York

PLEDGE AGREEMENT (this “Agreement”), dated as of February 26, 2003, made by SuperGen, Inc., a Delaware corporation (the “Pledgor”), in favor of the investors set forth on the Collateral Schedule attached hereto, each with respect to the collateral pledged to it hereunder (each, a “Pledgee”, and collectively, the “Pledgees”).

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