SUBSEQUENT EVENT - ACQUISITION OF ASTEX THERAPEUTICS LIMITED

6 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENT - ACQUISITION OF ASTEX THERAPEUTICS LIMITED

SUBSEQUENT EVENT - ACQUISITION OF ASTEX THERAPEUTICS LIMITED

NOTE 12. SUBSEQUENT EVENT—ACQUISITION OF ASTEX THERAPEUTICS LIMITED

        On July 20, 2011, pursuant to an Implementation Agreement dated April 6, 2011, between SuperGen and Astex Therapeutics Limited ("Astex"), we completed the acquisition of all of the outstanding shares of Astex (the "Transaction"). The Transaction was effected through a scheme of arrangement in the United Kingdom, which the High Court of London approved prior to the closing of the Transaction. Pursuant to the Transaction, we paid approximately $25.3 million in cash and issued 32.4 million shares of SuperGen common stock (representing 35% of the issued and outstanding stock of SuperGen as of the closing of the Transaction after giving effect to the issuance of such shares) to the securityholders of Astex. In addition, we will pay deferred consideration of $30 million in stock, cash, or a combination of stock and cash, to be paid at the discretion of the Company. The timing of the deferred consideration payment is variable, depending on the achievement and receipt of certain milestones, but the full amount will be paid no later than 30 months after the closing of the Transaction, with a minimum of $15 million payable on the 18 month anniversary of the Transaction closing date. Also, as part of the Transaction, we assumed the outstanding options and warrants of Astex.