Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 4, 2009, the Compensation Committee of the Board of Directors of SuperGen, Inc. approved a performance-based cash bonus award of $350,000.00 to Dr. James S.J. Manuso. The bonus was granted in connection with Dr. Manuso's Amended and Restated Executive Employment and Confidential Information and Invention Assignment Agreement dated as of October 28, 2008 (the "Employment Agreement"). The Compensation Committee determined to award the bonus after reviewing the achievements and performance of the Company through the fiscal year ended December 31, 2008 and Dr. Manuso's instrumental efforts in that regard. The cash bonus was paid on February 10, 2009. In addition, the Compensation Committee determined that Dr. Manuso partially achieved the 150,000 share milestone described in the Employment Agreement with respect to the vesting of the 1,000,000 share option granted to Dr. Manuso on January 3, 2007. 100,000 shares of such 150,000 share milestone vested, for a total of 400,000 shares that have vested to date under the 1,000,000 share option. The option has an exercise price of $5.06 per share.

The Employment Agreement was previously filed on a current report on Form 8-K on October 31, 2008.

---