EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION
This Executive Employment and Confidential Information and Invention Assignment Agreement (the
“Agreement”) is made and entered into as of January 1, 2004 (the “Effective Date”) by and between SuperGen,
Inc., a Delaware corporation (the “Company”), and James S. Manuso (“Executive”).
WHEREAS, the Company and Executive desire to establish the terms on which the Company will
employ Executive as its President and Chief Executive Officer.
NOW, THEREFORE, in consideration of the premises and mutual promises, covenants, and conditions
contained herein, the Company and Executive agree on the terms and conditions set forth herein 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, 2006.
2. Positions And Duties . Executive agrees to serve the Company as its President and Chief
Executive Officer, or in such other executive capacity as the Board may from time to time request. During the
term of this Agreement, Executive will have all duties and responsibilities that are reasonably consistent with these
titles and positions and 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 of
Directors (the “Board”), except that without the 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.