EXECUTIVE EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
This Executive Employment, Confidential Information, Invention Assignment, and Arbitration Agreement
(this “ Employment Agreement ”) is made as of March 1, 2002 (the “ Effective Date ”), by and between
SuperGen, Inc., a Delaware corporation (the “ Company ”), and Joseph Rubinfeld (“ Executive ”).
A. The Company and Executive were parties to that certain Employment, Confidential
Information and Invention Assignment Agreement, dated as of January 1, 1994, as amended by Amendment
No. 1 dated January 17, 1996, and as further amended and restated on January 1, 1998 (the “ Prior
Employment Agreement ”).
B. The Prior Employment Agreement has expired and the parties desire to enter into this
NOW THEREFORE, in consideration of the respective covenants and agreements of the parties
contained in this Agreement, the Company and Executive agree as follows:
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 upon the
Effective Date and shall continue until and including December 31, 2003.
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 i