COMMON STOCK SALE/REPURCHASE AGREEMENT
AGREEMENT made as of August 6, 1997 by and between ISRAEL CHEMICALS, LTD., an Israeli limited
liability company ("ICL"), and SUPERGEN, INC., a California company ("Company").
WHEREAS, ICL owns 2,571,000 Shares of the common stock of the Company (the "ICL Shares); and
WHEREAS, ICL wishes to sell and the Company wishes to repurchase 740,000 of the ICL Shares on the terms
and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties
herein contained and of other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. SALE AND REPURCHASE OF STOCK. Subject to the conditions set forth in Section 10, at the Closing
(as defined below), ICL shall sell to the Company and the Company shall repurchase from ICL 740,000 of its
shares of the common stock of the Company (the "Repurchased Shares") at a price per share equal to $10.63,
for an aggregate amount of $7,866,200 (the "Purchase Price").
2. CLOSING. The closing of the sale and repurchase of the Repurchased Shares shall take place no later than
1:00 p.m. New York City time on August 6, 1997 (the "Closing Date") at the offices of Robinson Silverman
Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New York 10104, or such other
place and time as shall be mutually agreed upon by the parties.
3. DELIVERIES BY THE COMPANY AND ICL AT THE CLOSING. At the Closing, the Company shall
deliver to ICL (i) the Purchase Price, without deduction for any taxes, withholdings or other amounts, in United
States dollars in immediately available funds by wire transfer to the account designated by ICL on the signature
page hereof, and (ii) evidence that the Transfer Agent (as defined below) has received the Required Documents
(as defined in Section 10(a) below) and has been instructed to release to the Escrow Agent (as defined below)
the New Certi