AMENDED AND RESTATED
EMPLOYMENT, CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
This Amended and Restated Employment, Confidential Information and Invention Assignment Agreement is
made as of January 1, 1998 by and between SuperGen, Inc., a Delaware corporation (the "Company"), and
Joseph Rubinfeld ("Executive").
A. The Company and Executive are parties to that certain Employment, Confidential Information and Invention
Assignment Agreement, dated as of January 1, 1994 (the "Employment Agreement"), as amended by
Amendment No. 1 dated January 17, 1996, subject to the terms and conditions of which the Company employs
Executive and Executive accepts employment.
B. The Company and Executive wish to amend and restate the Employment Agreement upon the terms set forth
1. TERM. The Company hereby employs Executive and Executive hereby accepts employment, on the terms
and conditions set forth herein. The term of this Agreement shall commence on January 1, 1994 and shall
continue for a period of six (6) years thereafter until December 31, 1999.
2. DUTIES. Executive agrees to serve the Company as its President and Chief Executive Officer, or in such
other executive capacity as the Company's Board of Directors (the "Board") may from time to time request.
During the term of this Agreement, Executive will devote all of his normal business time and attention to, and use
his best efforts to advance, the business of the Company. Executive agrees not to actively engage in any other
employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of
the Board, except that without such prior approval Executive may serve on the board of directors of other
companies if in so doing Executive does not violate the terms of this Agreement.
3. COVENANT NOT TO COMPETE. Executive agrees that if his employment with the Company terminates at
any time prior to December 31, 1999 he will not, prior to December 31, 1999, in