ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is effective as of April 17,
1997 (the "Effective Date"), by and between SUPERGEN, INC., a California corporation ("Assignor") and R &
S, LLC, a California limited liability company ("Assignee").
A. Assignor and Ellwin E. Ashwill, trustee of the Ashwill Trust, established 11/8/89 ("Seller"), entered into that
certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated, for reference
purposes only, as of December 11, 1996, and all of the exhibits and addenda attached thereto (collectively, the
"Agreement"), whereby Assignor agreed to purchase from Seller and Seller agreed to sell to Assignor all of
Seller's right, title and interest in and to that certain condominium property commonly known as 1059 Serpentine
Lane, Unit B, Pleasanton, Alameda County, California, as more particularly described in the Agreement.
B. Pursuant to Paragraph H of Addendum A to the Agreement, Assignor desires to assign to Assignee, and
Assignee desires to assume, all of Assignor's rights and obligations under the Agreement.
NOW, THEREFORE, for and in consideration of the Premises, the Agreement and the mutual covenants and
agreements set forth herein, Assignor and Assignee agree as follows:
1. ASSIGNMENT OF AGREEMENT. As of the Effective Date, Assignor hereby conveys and assigns to
Assignee all of Assignor's right, title and interest in and to the Agreement.
2. ASSIGNMENT OF AGREEMENT. Assignee accepts the foregoing assignment and agrees to assume, pay
and perform all of the terms and obligations of Assignor under the Agreement.
3. INDEMNIFICATION. As of the Effective Date, Assignee shall indemnify, defend, protect and hold Assignor
harmless of and from any and all claims, demands, causes of action or liabilities arising out of or resulting in any
way from the Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement to be effective as of the