ASTX / Investment Managers Series Trust II - Tradr 2X Long ASTS Daily ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Investment Managers Series Trust II - Tradr 2X Long ASTS Daily ETF
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CIK 919722
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Investment Managers Series Trust II - Tradr 2X Long ASTS Daily ETF
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2014 SC 13G/A

ASTX / Astex Pharmaceuticals, Inc / APAX PARTNERS EUROPE MANAGERS LTD - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 d675288dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Astex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04624B103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filin

December 31, 2013 15-12G

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-27628 ASTEX PHARMACEUTICALS, INC. (Exact name of registrant as specified i

October 11, 2013 EX-3.2

BY-LAWS ASTEX PHARMACEUTICALS, INC. A Delaware Corporation Effective October 11, 2013

Exhibit 3.2 BY-LAWS OF ASTEX PHARMACEUTICALS, INC. A Delaware Corporation Effective October 11, 2013 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2 Section 2.1 Place of Meetings 2 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 2 Section 2.4 Notice 3 Section 2.5 Adjournments 3 Section 2.6 Quoru

October 11, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2013 Date of Report (date of earliest event reported) ASTEX PHARMACEUTICALS, INC. (Exact name of Registrant as specified in its charter) Delaware 0-27628 91-1841574 (State or other jurisdiction of (Commission File Number)

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 SC TO-T/A

- SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) Autumn Acquisition Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirec

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A 1 a13-215956sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 8) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Persons Filing Statement) Common Stock, par val

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ASTEX PHARMACEUTICALS, INC.

EX-3.1 2 a13-215957ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ASTEX PHARMACEUTICALS, INC. FIRST: The name of the corporation is Astex Pharmaceuticals, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agen

October 11, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on October 11, 2013 Registration No.

October 11, 2013 EX-99.(A)(5)(B)

Otsuka Pharmaceutical Completes Acquisition of Astex Pharmaceuticals

Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Takuma Kimura Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Pharmaceutical Completes Acquisition of Astex Pharmaceuticals Tokyo, Japan — October 11,

October 10, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A 1 a13-215955sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 7) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Persons Filing Statement) Common Stock, par val

October 10, 2013 EX-99.(A)(5)(H)

Astex Pharmaceuticals Responds to Further Misleading Claims Made by Sarissa Capital

EX-99.(A)(5)(H) 2 a13-215955ex99da5h.htm EX-99.(A)(5)(H) Exhibit (a)(5)(H) News Release Astex Pharmaceuticals Responds to Further Misleading Claims Made by Sarissa Capital DUBLIN, California, October 9, 2013 — Astex Pharmaceuticals, Inc. (NASDAQ: ASTX; “Astex”), a pharmaceutical company dedicated to the discovery and development of novel small molecule therapeutics, issued the following statement

October 9, 2013 EX-3

SARISSA CAPITAL HIGHLIGHTS ADVANCEMENT OF ASTEX PIPELINE COMPOUND

Exhibit 3 FOR IMMEDIATE RELEASE SARISSA CAPITAL HIGHLIGHTS ADVANCEMENT OF ASTEX PIPELINE COMPOUND Greenwich, CT, October 9, 2013 Sarissa Capital today issued the following open letter to shareholders of Astex Pharmaceuticals, Inc.

October 9, 2013 SC 14D9/A

- SCHEDULE 14D-9A, AMENDMENT 2

SC 14D9/A 1 s10523656a.htm SCHEDULE 14D-9A, AMENDMENT 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 Astex Pharmaceuticals, Inc. (Name of Subject Company) Sarissa Capital Domestic Fund LP Sarissa Capital Offshore Master Fund LP Sarissa Capita

October 8, 2013 EX-1

SARISSA CAPITAL ISSUES OPEN LETTER REGARDING ASTEX PHARMACEUTICALS Sarissa Capital will not tender at current price Sarissa Capital believes flawed process led to low price

Exhibit 1 FOR IMMEDIATE RELEASE SARISSA CAPITAL ISSUES OPEN LETTER REGARDING ASTEX PHARMACEUTICALS Sarissa Capital will not tender at current price Sarissa Capital believes flawed process led to low price Greenwich, CT, October 2, 2013, Sarissa Capital issues the following letter regarding Astex Pharmaceuticals, Inc.

October 8, 2013 SC 14D9/A

- SCHEDULE 14D9/A AMENDMENT #1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 Astex Pharmaceuticals, Inc. (Name of Subject Company) Sarissa Capital Domestic Fund LP Sarissa Capital Offshore Master Fund LP Sarissa Capital Management LP Dr. Alexander Denner Dr. Richard Mulliga

October 8, 2013 EX-2

SARISSA CAPITAL URGES ALL SHAREHOLDERS OF ASTEX PHARMACEUTICALS TO NOT TENDER THEIR SHARES AT CURRENT $8.50 PRICE

Exhibit 2 FOR IMMEDIATE RELEASE SARISSA CAPITAL URGES ALL SHAREHOLDERS OF ASTEX PHARMACEUTICALS TO NOT TENDER THEIR SHARES AT CURRENT $8.

October 8, 2013 SC 14D9

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Astex Pharmaceuticals, Inc. (Name of Subject Company) Sarissa Capital Domestic Fund LP Sarissa Capital Offshore Master Fund LP Sarissa Capital Management LP Dr. Alexander Denner Dr. Richard Mulligan (Name of Perso

October 7, 2013 SC TO-T/A

- SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) Autumn Acquisition Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirec

October 7, 2013 SC 14D9/A

- SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

October 7, 2013 EX-99.(A)(5)(G)

Astex Pharmaceuticals Announces Expiration of HSR Waiting Period for Pending Transaction

Exhibit (a)(5)(G) News Release Astex Pharmaceuticals Announces Expiration of HSR Waiting Period for Pending Transaction DUBLIN, California, October 7, 2013 —Astex Pharmaceuticals, Inc.

October 7, 2013 EX-99.(A)(5)(A)

Otsuka Holdings Announces Expiration of HSR Waiting Period for Astex Tender Offer

Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Takuma Kimura Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Holdings Announces Expiration of HSR Waiting Period for Astex Tender Offer Tokyo, Japan

October 3, 2013 EX-99.(A)(5)(F)

Astex Pharmaceuticals Issues Open Letter to Stockholders Regarding Otsuka Transaction Astex Board of Directors Corrects the Record Regarding Recent Mischaracterizations Urges Stockholders to Tender Shares into Otsuka Offer

Exhibit (a)(5)(F) News Release Astex Pharmaceuticals Issues Open Letter to Stockholders Regarding Otsuka Transaction Astex Board of Directors Corrects the Record Regarding Recent Mischaracterizations Urges Stockholders to Tender Shares into Otsuka Offer DUBLIN, Calif.

October 3, 2013 SC 14D9/A

- SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

October 1, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A 1 a13-215951sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Persons Filing Statement) Common Stock, par val

September 23, 2013 SC 14D9/A

- SC 14D9

SC 14D9/A 1 a13-206085sc14d9a.htm SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Persons Filing Statement) Common Stock, par value

September 23, 2013 CORRESP

-

650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com September 23, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Peggy Kim Re: Astex Pharmaceuticals, Inc. Schedule 14D-9 Filed September 13, 2013 File No. 5-48769 Ms. Kim: On behalf of Astex Pharmaceut

September 23, 2013 SC TO-T/A

- SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) Autumn Acquisition Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary o

September 18, 2013 EX-99.(A)(5)(D)

September 18, 2013

Exhibit (a)(5)(D) September 18, 2013 Dear Employees: I would like to update you and provide some additional information regarding the recent announcement of Otsuka Pharmaceuticals’ agreement to acquire Astex.

September 18, 2013 SC 14D9/A

- SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

September 18, 2013 EX-99.(A)(5)(E)

Otsuka Pharmaceutical to Acquire Astex Pharmaceuticals for $8.50 Per Share in Cash

Exhibit (a)(5)(E) Otsuka Pharmaceutical to Acquire Astex Pharmaceuticals for $8.50 Per Share in Cash What was announced? On September 5, 2013, Otsuka and Astex announced that their respective Boards of Directors unanimously approved a transaction under which Otsuka will acquire all of the outstanding shares of Astex for $8.50 per share in cash — a 52% premium over the closing stock price 30 days p

September 16, 2013 SC 14D9/A

- SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

September 16, 2013 SC TO-T/A

- OTSUKA HOLDINGS CO., LTD. TENDER OFFER

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) Autumn Acquisition Corporation (Offeror) a wholly owned direct subsidiary of Otsuka America, Inc. (Direct Parent of Offeror) a wholly owned indirect subsidiary o

September 13, 2013 EX-99.(A)(1)(G)

Otsuka Pharmaceutical Commences Tender Offer to Acquire All Outstanding Shares of Astex Pharmaceuticals

Exhibit 99.(a)(1)(G) FOR IMMEDIATE RELEASE Company name: Otsuka Holdings Co., Ltd. Representative name: Tatsuo Higuchi President and Representative Director, CEO Stock ticker: 4578, Tokyo Stock Exchange, First Section Contact: Takuma Kimura Director, Investor Relations Department Telephone: +81-3-6361-7411 Otsuka Pharmaceutical Commences Tender Offer to Acquire All Outstanding Shares of Astex Phar

September 13, 2013 EX-99.(D)(1)

AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., AUTUMN ACQUISITION CORPORATION ASTEX PHARMACEUTICALS, INC. Dated as of September 5, 2013

Exhibit (d)(1) CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO.

September 13, 2013 EX-99.(A)(1)(F)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary of OTSUKA PHARMACEUTICAL CO., LTD.

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 13, 2013 EX-99.(A)(1)(D)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE Pursuant to the Offer to Purchase dated September 13, 2013 by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary of

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC.

September 13, 2013 EX-99.(A)(5)(A)

[LETTERHEAD OF ASTEX PHARMACEUTICALS, INC.] September 13, 2013

EX-99.(A)(5)(A) 2 a2216652zex-99a5a.htm EX-99.(A)(5)(A) Exhibit (a)(5)(A) [LETTERHEAD OF ASTEX PHARMACEUTICALS, INC.] September 13, 2013 Dear Stockholder: On behalf of the board of directors of Astex Pharmaceuticals, Inc., I am pleased to inform you that on September 5, 2013, Astex agreed to be acquired by Otsuka Pharmaceutical Co., Ltd., pursuant to the terms of an Agreement and Plan of Merger by

September 13, 2013 EX-99.(D)(2)

2

Exhibit (d)(2) CONFIDENTIAL July 3, 2013 Otsuka Pharmaceutical Co., Ltd. Shinagawa Grand Central Tower 2-16-4 Konan, Minato-ku Tokyo 108-8242 Ladies and Gentlemen: In connection with the possible interest of Otsuka Pharmaceutical Co., Ltd. (“you” or “your”) in a negotiated transaction (a “Transaction”) involving Astex Pharmaceuticals, Inc. and its subsidiaries (collectively, the “Company”), the Co

September 13, 2013 EX-99.(D)(3)

2

Exhibit (d)(3) CONFIDENTIAL August 5, 2013 Otsuka Pharmaceutical Co., Ltd. Shinagawa Grand Central Tower 2-16-4 Konan, Minato-ku Tokyo 108-8242 Ladies and Gentlemen: Reference is made to that certain letter agreement between Otsuka Pharmaceutical Co., Ltd. and Astex Pharmaceuticals, Inc. dated July 3, 2013 (the “Original Agreement”). This letter agreement is to confirm our agreement with respect t

September 13, 2013 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE Pursuant to the Offer to Purchase dated September 13, 2013 by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary o

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ASTEX PHARMACEUTICALS, INC.

September 13, 2013 EX-99.(A)(1)(E)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE Pursuant to the Offer to Purchase dated September 13, 2013 by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary of

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC.

September 13, 2013 SC 14D9

- SC 14D9

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ASTEX PHARMACEUTICALS, INC.

September 13, 2013 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE Pursuant to the Offer to Purchase dated September 13, 2013 by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary of OTSUKA PHA

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ASTEX PHARMACEUTICALS, INC.

September 13, 2013 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC. at $8.50 NET PER SHARE by AUTUMN ACQUISITION CORPORATION a wholly owned indirect subsidiary of OTSUKA PHARMACEUTICAL CO., LTD.

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ASTEX PHARMACEUTICALS, INC.

September 13, 2013 SC TO-T

- SC TO-T

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 5, 2013 SC 14D9

- SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 04624B103 (CUSIP Numbe

September 5, 2013 SC 14D9

- SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ASTEX PHARMACEUTICALS, INC. (Name of Subject Company) ASTEX PHARMACEUTICALS, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 04624B103 (CUSIP Numbe

September 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 ASTEX PHARMACEUTICALS, INC.

September 5, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., AUTUMN ACQUISITION CORPORATION ASTEX PHARMACEUTICALS, INC. Dated as of September 5, 2013

Exhibit 2.1 CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., AUTUMN ACQUISITION CORPORATION and ASTEX PHARMACEUTICALS, INC. Dated as of September 5, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 CERTAIN DEFINITIONS 2 1.2 ADDITIONAL DEFINITIONS 11 1.3 CERTAIN INTERPRETATIONS 14 ARTICLE II THE OFFER 14 2.1 THE OFFER 14 2.2 COMPANY AC

September 5, 2013 EX-99.1

Otsuka Pharmaceutical to Acquire Astex Pharmaceuticals for $8.50 Per Share in Cash Astex to Host Analyst/Investor Conference Call today at 8:00 a.m. ET

Exhibit 99.1 News Release Otsuka Pharmaceutical to Acquire Astex Pharmaceuticals for $8.50 Per Share in Cash Astex to Host Analyst/Investor Conference Call today at 8:00 a.m. ET TOKYO, Japan and DUBLIN, California, September 5, 2013 — Otsuka Pharmaceutical Co., Ltd. (“Otsuka”) and Astex Pharmaceuticals, Inc. (NASDAQ: ASTX; “Astex”), announced today that their respective Boards of Directors have un

August 9, 2013 EX-4.1

ASTEX PHARMACEUTICALS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (as amended March 7, 2013)

EXHIBIT 4.1 ASTEX PHARMACEUTICALS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (as amended March 7, 2013) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the Company’s intention to have the Plan qualify as an “Employee Stock Purchase Plan”

August 9, 2013 S-8

- S-8

As filed with the Securities and Exchange Commission on August 9, 2013 Registration No.

August 9, 2013 10-Q

Quarterly Report - 10-Q

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2013 ASTEX PHARMACEUTICALS, INC.

August 1, 2013 EX-99.1

Astex Pharmaceuticals Reports 2013 Second Quarter Financial Results SGI-110 clinical data presented at EHA for Phase 1 MDS patients Second quarter royalty revenue increased 15% to $16.6 million Royalty revenue guidance revised from $55 million to $63

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2013 Second Quarter Financial Results SGI-110 clinical data presented at EHA for Phase 1 MDS patients Second quarter royalty revenue increased 15% to $16.6 million Royalty revenue guidance revised from $55 million to $63 million for 2013 DUBLIN, Calif., August 1, 2013 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX) today announced financial resu

June 14, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2013 ASTEX PHARMACEUTICALS, INC.

May 10, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2013 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 29, 2013 DEF 14A

- DEF 14A

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April 29, 2013 EX-99.1

Astex Pharmaceuticals Reports 2013 First Quarter Financial Results Data reported at AACR on several preclinical and clinical programs Ends quarter with $137 million in cash & marketable securities First quarter royalty revenue increases 7.3% to $22.1

EXHIBIT 99.1 News Release Astex Pharmaceuticals Reports 2013 First Quarter Financial Results Data reported at AACR on several preclinical and clinical programs Ends quarter with $137 million in cash & marketable securities First quarter royalty revenue increases 7.3% to $22.1 million DUBLIN, Calif., April 29, 2013 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX) today announced financial results for t

April 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a13-1102818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2013 ASTEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-27628 91-1841574 (State or other jurisdiction of i

March 18, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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February 25, 2013 EX-99.1

Astex Pharmaceuticals Reports 2012 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $8.2 Million Dacogen Royalty Revenue Increases 17.5% from Prior Year Ends Year with $138 Million in Cash & Marketable Securities

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2012 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $8.2 Million Dacogen Royalty Revenue Increases 17.5% from Prior Year Ends Year with $138 Million in Cash & Marketable Securities DUBLIN, Calif., February 25, 2013 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), today reported financial results for the fourth quarter

February 25, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2013 ASTEX PHARMACEUTICALS, INC.

January 18, 2013 S-8

- S-8

S-8 1 a13-31381s8.htm S-8 As filed with the Securities and Exchange Commission on January 18, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ASTEX PHARMACEUTICALS, INC. (Exact name of Registrant as specified in its charter) Delaware 91-1841574 (State or other jurisdiction of (I.R.S.

January 18, 2013 EX-4.1

ASTEX PHARMACEUTICALS, INC. 2003 STOCK PLAN (as amended effective on June 22, 2012)

EXHIBIT 4.1 ASTEX PHARMACEUTICALS, INC. 2003 STOCK PLAN (as amended effective on June 22, 2012) 1. Purposes of the Plan. The purposes of this 2003 Stock Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors and Consultants, and · to promote the success of the Company’s business. Options

December 12, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2012 ASTEX PHARMACEUTICALS, INC.

November 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 A

October 30, 2012 EX-99.1

Astex Pharmaceuticals Reports 2012 Third Quarter Financial Results Dacogen Approved in the European Union for the Treatment of Elderly AML Initiated HSP90 Inhibitor AT13387 Clinical Trials in Prostate & Lung Cancer Patients Initiated SGI-110 Clinical

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2012 Third Quarter Financial Results Dacogen Approved in the European Union for the Treatment of Elderly AML Initiated HSP90 Inhibitor AT13387 Clinical Trials in Prostate & Lung Cancer Patients Initiated SGI-110 Clinical Trial in Ovarian Cancer Ended Quarter with nearly $130 Million in Cash & Marketable Securities DUBLIN, Calif., October 30,

October 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2012 ASTEX PHARMACEUTICALS, INC.

September 28, 2012 EX-99.1

DACOGEN® Approved in the European Union for the Treatment of Acute Myeloid Leukemia - New treatment offers clinically significant benefit for patients -

Exhibit 99.1 News Release DACOGEN® Approved in the European Union for the Treatment of Acute Myeloid Leukemia - New treatment offers clinically significant benefit for patients - DUBLIN, Calif., September 28, 2012 — Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), a pharmaceutical company dedicated to the discovery and development of novel small molecule therapeutics, announced that Janssen-Cilag Inter

September 28, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 28, 2012 ASTEX PHARMACEUTICALS, INC.

September 24, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2012 ASTEX PHARMACEUTICALS, INC.

September 24, 2012 EX-99.1

Astex Pharmaceuticals Discontinues Amuvatinib Clinical Development Program

Exhibit 99.1 News Release Astex Pharmaceuticals Discontinues Amuvatinib Clinical Development Program DUBLIN, Calif., September 21, 2012 — Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), a pharmaceutical company dedicated to the discovery and development of novel small molecule therapeutics, today announced that clinical development of amuvatinib (MP-470), a multi-targeted tyrosine kinase inhibitor tha

August 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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July 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2012 ASTEX PHARMACEUTICALS, INC.

July 30, 2012 EX-99.1

Astex Pharmaceuticals Reports 2012 Second Quarter Financial Results Dacogen Royalty Revenue Increased 25% from Prior Year $5.4 Million Earned on Phase I Trial Initiation of FGFR Kinase Inhibitor Dacogen Receives Positive Regulatory Recommendation in

EXHIBIT 99.1 News Release Astex Pharmaceuticals Reports 2012 Second Quarter Financial Results Dacogen Royalty Revenue Increased 25% from Prior Year $5.4 Million Earned on Phase I Trial Initiation of FGFR Kinase Inhibitor Dacogen Receives Positive Regulatory Recommendation in the EU for Treatment of Elderly AML DUBLIN, Calif., July 30, 2012 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), today report

June 28, 2012 EX-99.3

CONTRACT OF EMPLOYMENT

EXHIBIT 99.3 CONTRACT OF EMPLOYMENT THIS DEED is made the 22nd day of June 2012. 1. Parties (1) ASTEX THERAPEUTICS LIMITED of 436 Cambridge Science Park, Milton Road, Cambridge, CB4 0QA (the “Employer”) (2) MARTIN BUCKLAND (the “Executive”) 2. Date of Employment The Executive’s employment under this agreement commenced on [date]. The Executive’s period of continuous employment for the purposes of

June 28, 2012 EX-99.2

2

EXHIBIT 99.2 THIS CONFIDENTIALITY AND PROPRIETARY INFORMATION DEED is made the 22nd day of June 2012 BETWEEN: (1) Astex Pharmaceuticals, Inc. of 4140 Dublin Blvd., Suite 200, Dublin, CA 94568, USA (the “Parent”); and (2) Astex Therapeutics Limited of 436 Cambridge Science Park, Milton Road, Cambridge, CB4 0QA (the “Company”); and (3) Dr Harren Jhoti (the “Executive”). AGREED TERMS The Executive is

June 28, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2012 ASTEX PHARMACEUTICALS, INC.

June 28, 2012 EX-99.1

CONTRACT OF EMPLOYMENT

EXHIBIT 99.1 CONTRACT OF EMPLOYMENT THIS DEED is made the 22nd day of June 2012. 1. Parties (1) ASTEX THERAPEUTICS LIMITED of 436 Cambridge Science Park, Milton Road, Cambridge, CB4 0QA (the “Employer”) (2) DR HARREN JHOTI (the “Executive”) 2. Date of Employment The Executive’s employment under this agreement commenced on June 22, 2012. The Executive’s period of continuous employment for the purpo

June 28, 2012 EX-99.5

ASTEX PHARMACEUTICALS, INC. SEVERANCE BENEFIT PLAN FOR OFFICERS (EFFECTIVE JUNE 22, 2012)

EXHIBIT 99.5 ASTEX PHARMACEUTICALS, INC. SEVERANCE BENEFIT PLAN FOR OFFICERS (EFFECTIVE JUNE 22, 2012) Section 1. INTRODUCTION. The Astex Pharmaceuticals, Inc. Severance Benefit Plan for Officers (the “Plan”) is hereby amended and restated effective June 22, 2012. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of Astex Pharmaceuticals, Inc

June 28, 2012 EX-99.4

2

EXHIBIT 99.4 THIS CONFIDENTIALITY AND PROPRIETARY INFORMATION DEED is made the 22nd day of June 2012 BETWEEN: (1) Astex Pharmaceuticals, Inc. of 4140 Dublin Blvd., Suite 200, Dublin, CA 94568, USA (the “Parent”); and (2) Astex Therapeutics Limited of 436 Cambridge Science Park, Milton Road, Cambridge, CB4 0QA (the “Company”); and (3) Martin Buckland (the “Executive”). AGREED TERMS The Executive is

June 25, 2012 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a12-1531418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2012 ASTEX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-27628 91-1841574 (State or other jurisdiction of in

May 10, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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April 30, 2012 DEF 14A

- DEF 14A

DEF 14A 1 a2209138zdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Co

April 30, 2012 EX-99.1

Astex Pharmaceuticals Reports 2012 First Quarter Financial Results Reports First Quarter Net Income of $4.2 Million Dacogen Royalty Revenue Increases 21% from Prior Year Ends First Quarter with $126 Million in Cash & Marketable Securities

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2012 First Quarter Financial Results Reports First Quarter Net Income of $4.2 Million Dacogen Royalty Revenue Increases 21% from Prior Year Ends First Quarter with $126 Million in Cash & Marketable Securities DUBLIN, Calif., April 30, 2012 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), today reported financial results for the first quarter end

April 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2012 ASTEX PHARMACEUTICALS, INC.

April 30, 2012 DEFA14A

- DEFA14A

DEFA14A 1 a12-83134defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

April 17, 2012 SC 13G

ASTX / Astex Pharmaceuticals, Inc / APAX PARTNERS EUROPE MANAGERS LTD - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Astex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 04624B103 (CUSIP Number) February 29, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box

April 5, 2012 CORRESP

-

Astex Pharmaceuticals, Inc. 4140 Dublin Blvd., Suite 200 Dublin, CA 94568 Phone:(925) 560-0100 Fax:(925) 551-6482 www.astx.com April 5, 2012 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Mail Stop 6010 Washington, DC 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: Astex Pharmaceuticals, Inc. Registration Statement on Form S-3, as amended (File No. 333-180352) Dear Mr.

April 4, 2012 CORRESP

-

Astex Pharmaceuticals, Inc. 4140 Dublin Blvd., Suite 200 Dublin, CA 94568 Phone: (925) 560-0100 Fax: (925) 551-6482 www.astx.com April 4, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: Astex Pharmaceuticals, Inc. File Number: 333-180352 Dear Mr. Riedler: We are respondin

April 4, 2012 S-3/A

- S-3/A

Table of Contents As filed with the Securities and Exchange Commission on April 4, 2012 Registration No.

March 26, 2012 S-3

- S-3

Table of Contents As filed with the Securities and Exchange Commission on March 26, 2012 Registration No.

March 26, 2012 EX-4.11

FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT 4.11 FORM OF SUBSCRIPTION AGREEMENT Astex Pharmaceuticals, Inc. 4140 Dublin Blvd. Suite 200 Dublin, CA 94568 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Terms and Conditions For Purchase of Units attached hereto as Annex I (collectively, this “Agreement”), is made as of the date set

March 26, 2012 EX-4.2

ASTEX PHARMACEUTICALS, INC. AS TRUSTEE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES

Exhibit 4.2 ASTEX PHARMACEUTICALS, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 9 Section 1.3 Form of Documents Delivered to Trustee 10 Section 1.4 Acts of Holders; Record Dates 10 Section 1.5 Notices, et

March 26, 2012 EX-4.1

ASTEX PHARMACEUTICALS, INC. AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIES

Exhibit 4.1 ASTEX PHARMACEUTICALS, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 8 Section 1.3 Form of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders; Record Dates 9 Section 1.5 Notices, etc., to T

March 26, 2012 EX-12.1

Astex Pharmaceuticals, Inc. Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Astex Pharmaceuticals, Inc. Computation of Ratio of Earnings to Fixed Charges Fiscal Year Ended December 31, (In $000’s, except ratio) 2007 2008 2009 2010 2011 Fixed Charges: Amortized discount related to deferred consideration $ — $ — $ — $ — $ 628 Estimated interest within rental expense 87 86 84 80 62 $ 87 $ 86 $ 84 $ 80 $ 690 Earnings (loss): Net income (loss) before tax benefit (

March 15, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 ASTEX PHAR

March 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2012 ASTEX PHARMACEUTICALS, INC.

March 5, 2012 EX-99.1

Astex Pharmaceuticals Reports 2011 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $5.5 Million Dacogen Royalty Revenue Increases 15% from Prior Year Ends Year with $128 Million in Cash & Marketable Securities

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2011 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $5.5 Million Dacogen Royalty Revenue Increases 15% from Prior Year Ends Year with $128 Million in Cash & Marketable Securities DUBLIN, Calif., March 5, 2012 - Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), today reported financial results for the fourth quarter and y

March 5, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2012 ASTEX PHARMACEUTICALS, INC.

February 10, 2012 SC 13G/A

ASTX / Astex Pharmaceuticals, Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 5 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)1 Astex Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 04624B 10 3 (CUSIP Number) Decem

January 20, 2012 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 13, 2012 ASTEX PHARMACEUTICALS, INC.

January 20, 2012 EX-99.2

[GSK LETTERHEAD]

EXHIBIT 99.2 [GSK LETTERHEAD] 13 January 2012 Michael Molkentin Chief Financial Officer Astex Pharmaceuticals, Inc. 4140 Dublin Blvd., Ste. 200 Dublin, CA 94568 Dear Mr. Molkentin: This letter (the “Letter”) is in reference to that certain Common Stock Purchase Agreement between SuperGen, Inc. and GlaxoSmithKline LLC (formerly known as SmithKline Beecham Corporation d/b/a GlaxoSmithKline) (“GSK”),

January 20, 2012 EX-99.1

ASSET TRANSFER AGREEMENT

EX-99.1 2 a12-31651ex99d1.htm EX-99.1 EXHIBIT 99.1 CONFIDENTIAL TREATMENT REQUEST *** Portions denoted with asterisks have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. ASSET TRANSFER AGREEMENT This Asset Transfer Agreement (the “Transfer Agreement”) is entered into as of January 13, 2012 (“Execution Date”), by and b

January 20, 2012 EX-99.3

Astex Announces Early Transfer of Epigenetics Project to GSK Astex’s Pyramid™ Drug Discovery Collaboration With GSK on Multiple Targets Across Multiple Therapeutics Areas Continues

EXHIBIT 99.3 News Release Astex Announces Early Transfer of Epigenetics Project to GSK Astex’s Pyramid™ Drug Discovery Collaboration With GSK on Multiple Targets Across Multiple Therapeutics Areas Continues DUBLIN, Calif., January 16, 2011 — Astex Pharmaceuticals, Inc. (NASDAQ: ASTX) today announced that the multi-year collaboration to discover cancer therapeutics based on epigenetic targets enter

November 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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November 9, 2011 EX-10.1

DATED 20 March 2003 TRINITY COLLEGE (CSP) LIMITED (1) ASTEX TECHNOLOGY LIMITED (2) of Phase 1 Unit 436 Phase VI Cambridge Science Park

Exhibit 10.1 DATED 20 March 2003 TRINITY COLLEGE (CSP) LIMITED (1) and ASTEX TECHNOLOGY LIMITED (2) UNDERLEASE of Phase 1 Unit 436 Phase VI Cambridge Science Park Term : 20 years (plus broken quarter if any) Initial Rent : ?1,000,697.00 per annum Rent Review Dates : 25 December 2007, 25 December 2012 and 25 December 2017 Expiry Date : Mills & Reeve Contents 1 Definitions and Interpretation 1 2 The

October 31, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2011 ASTEX PHARMACEUTICALS, INC.

October 31, 2011 EX-99.1

Astex Pharmaceuticals Reports 2011 Third Quarter Financial Results Completes Acquisition of Astex Therapeutics Limited Dacogen Royalty Revenue Increases 26% from Prior Year Ends Quarter with $128 Million in Cash & Marketable Securities

Exhibit 99.1 News Release Astex Pharmaceuticals Reports 2011 Third Quarter Financial Results Completes Acquisition of Astex Therapeutics Limited Dacogen Royalty Revenue Increases 26% from Prior Year Ends Quarter with $128 Million in Cash & Marketable Securities DUBLIN, Calif., October 31, 2011 ? Astex Pharmaceuticals, Inc. (NASDAQ: ASTX), formerly SuperGen, Inc., today reported financial results f

September 30, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 20, 2011 ASTEX PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 20, 2011 ASTEX PHARMACEUTICALS, INC.

September 13, 2011 EX-3.1

CERTIFICATE OF OWNERSHIP AND MERGER ASTEX PHARMACEUTICALS, INC. SUPERGEN, INC. (Pursuant to Section 253 of the Delaware General Corporation Law)

EXHIBIT 3.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING ASTEX PHARMACEUTICALS, INC. INTO SUPERGEN, INC. (Pursuant to Section 253 of the Delaware General Corporation Law) SuperGen, Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Corporation is organized and existing under the General Corporation Law of the State of Delaware. 2. The Corporation owns 100% of the out

September 13, 2011 EX-99.1

SuperGen, Inc. Changes Name to Astex Pharmaceuticals, Inc., Announces New Stock Ticker Symbol and New Website

EXHIBIT 99.1 News Release SuperGen, Inc. Changes Name to Astex Pharmaceuticals, Inc., Announces New Stock Ticker Symbol and New Website DUBLIN, Calif., September 12, 2011 ? SuperGen, Inc. (NASDAQ: ASTX) announced that it has officially begun operating under the name Astex Pharmaceuticals, Inc. Concurrent with this new name, and effective at the start of trading today, September 12, 2011, the ticke

September 13, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 2011 ASTEX PHARMACEUTICALS, INC.

August 9, 2011 EX-3.1

BYLAWS SUPERGEN, INC. (a Delaware corporation) (as amended and restated effective July 20, 2011) ARTICLE I CORPORATE OFFICES

EXHIBIT 3.1 BYLAWS OF SUPERGEN, INC. (a Delaware corporation) (as amended and restated effective July 20, 2011) ARTICLE I CORPORATE OFFICES 1.1 Principal Office. The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation. 1.2 Other Offices. The board of directors may at any time establish offices at such other places as the board of directors may

August 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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August 3, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2011 SUPERGEN, INC.

August 3, 2011 EX-99.1

SuperGen Reports 2011 Second Quarter Financial Results Dacogen Royalty Revenue Increases 18% from Prior Year Ends Second Quarter with Nearly $129 Million in Cash & Marketable Securities

EXHIBIT 99.1 News Release SuperGen Reports 2011 Second Quarter Financial Results Dacogen Royalty Revenue Increases 18% from Prior Year Ends Second Quarter with Nearly $129 Million in Cash & Marketable Securities DUBLIN, Calif., August 3, 2011 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the second quarter ended June 30, 2011. The Company reported net income for the 2011 sec

July 26, 2011 EX-99.3

ASTEX TECHNOLOGY LIMITED 436 Cambridge Science Park Milton Road Cambridge CB4 0QA STATEMENT OF MAIN TERMS AND CONDITIONS OF EMPLOYMENT

Exhibit 99.3 ASTEX TECHNOLOGY LIMITED 436 Cambridge Science Park Milton Road Cambridge CB4 0QA STATEMENT OF MAIN TERMS AND CONDITIONS OF EMPLOYMENT Statement of Terms of Employment pursuant to the Employment Rights Act 1996. This statement, which supersedes all previous statements, sets out particulars of the terms and conditions as at the date of your signature below, under which you are employed

July 26, 2011 EX-99.1

SuperGen Completes Acquisition of Astex Therapeutics

EXHIBIT 99.1 News Release SuperGen Completes Acquisition of Astex Therapeutics DUBLIN, Calif., July 20, 2011 ? SuperGen, Inc. (NASDAQ: SUPG), a pharmaceutical company dedicated to the discovery and development of novel cancer therapies, announced it has closed the transaction to acquire Astex Therapeutics Limited (?Astex?), a privately held, UK-based biotechnology company developing targeted thera

July 26, 2011 EX-99.2

Dated 01 April 2005 ASTEX TECHNOLOGY LIMITED DR HARREN JHOTI SERVICE CONTRACT AGREEMENT

Exhibit 99.2 Dated 01 April 2005 ASTEX TECHNOLOGY LIMITED AND DR HARREN JHOTI SERVICE CONTRACT AGREEMENT Table of Contents 1. DEFINITIONS AND INTERPRETATION 3 2. NATURE OF ENGAGEMENT 3 3. COMMENCEMENT DATE / NOTICE PERIOD 4 4. PAY 5 5. EXPENSES 5 6. OTHER BENEFITS 5 7. CONFLICTS OF INTEREST 6 8. CONFIDENTIALITY 7 9. INTELLECTUAL PROPERTY 8 10. INCAPACITY 9 11. TERMINATION OF AGREEMENT 9 12. GENERA

July 26, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 20, 2011 SUPERGEN, INC.

July 25, 2011 EX-4.5

[OPTION HOLDER] SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme

EXHIBIT 4.5 DATED 2011 [OPTION HOLDER] and SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme THIS REPLACEMENT OPTION AGREEMENT is made on 2011 BETWEEN (1) [OPTION HOLDER] of [ ] (the ?Optionholder?); and (2) SUPERGEN, INC. whose registered office is at 4140 Dublin Boulevard, Suite 200, Dublin, CA 94568 USA (the ?Acquiring Company?); INT

July 25, 2011 EX-4.9

[OPTION HOLDER] SUPERGEN, INC. REPLACEMENT OPTION CERTIFICATE relating to the Astex Technology Share Option Plan for Consultants

EXHIBIT 4.9 DATED 2011 [OPTION HOLDER] and SUPERGEN, INC. REPLACEMENT OPTION CERTIFICATE relating to the Astex Technology Share Option Plan for Consultants THIS REPLACEMENT OPTION CERTIFICATE is made on 2011 BETWEEN (1) [OPTION HOLDER] of [ ] (the ?Optionholder?); and (2) SUPERGEN, INC. whose registered office is at 4140 Dublin Boulevard, Suite 200, Dublin, CA 94568 USA (the ?Acquiring Company?);

July 25, 2011 EX-4.8

THE ASTEX TECHNOLOGY SHARE OPTION PLAN FOR CONSULTANTS Adopted by the Company on April 4, 2000 CMS Cameron McKenna Mitre House 160 Aldersgate Street London ECIA 4DD T +44(0)171 367 3000 F +44(0)171 367 2000

EXHIBIT 4.8 THE ASTEX TECHNOLOGY SHARE OPTION PLAN FOR CONSULTANTS Adopted by the Company on April 4, 2000 CMS Cameron McKenna Mitre House 160 Aldersgate Street London ECIA 4DD T +44(0)171 367 3000 F +44(0)171 367 2000 TABLE OF CONTENTS Clause Page 1. Definitions 1 2. Participation and Restrictions on the Granting of Options 3 3 Rights to exercise options 5 4. Exercise of options 6 5. Takeovers, r

July 25, 2011 EX-4.7

[OPTION HOLDER] SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Technology Limited Enterprise Management Incentive Share Scheme 2002

EXHIBIT 4.7 DATED 2011 [OPTION HOLDER] and SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Technology Limited Enterprise Management Incentive Share Scheme 2002 THIS REPLACEMENT OPTION AGREEMENT is made on 2011 BETWEEN (1) [OPTION HOLDER] of [ ] (the “Optionholder”); and (2) SUPERGEN, INC. whose registered office is at 4140 Dublin Boulevard, Suite 200, Dublin, CA 94568 USA (the “A

July 25, 2011 EX-4.3

[OPTION HOLDER] SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme

EXHIBIT 4.3 DATED 2011 [OPTION HOLDER] and SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme THIS REPLACEMENT OPTION AGREEMENT is made on 2011 BETWEEN (1) [OPTION HOLDER] of [ ] (the ?Optionholder?); and (2) SUPERGEN, INC. whose registered office is at 4140 Dublin Boulevard, Suite 200, Dublin, CA 94568 USA (the ?Acquiring Company?); INT

July 25, 2011 EX-4.2

ADOPTED 2010 ASTEX THERAPEUTICS LIMITED THE ASTEX THERAPEUTICS LIMITED 2010 SHARE OPTION SCHEME

EXHIBIT 4.2 ADOPTED 2010 ASTEX THERAPEUTICS LIMITED THE ASTEX THERAPEUTICS LIMITED 2010 SHARE OPTION SCHEME RULES OF THE ASTEX THERAPEUTICS LIMITED 2010 SHARE OPTION SCHEME PART A Rule 1. Definitions and interpretation 2. Grant of Options 3. Conditions of exercise 4. Individual limits 5. Scheme limits 6. Rights of exercise and lapse of Options 7. Exercise of Options 8. Sale 9. Winding up 10. Excha

July 25, 2011 EX-4.4

[OPTION HOLDER] SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme

EXHIBIT 4.4 DATED 2011 [OPTION HOLDER] and SUPERGEN, INC. REPLACEMENT OPTION AGREEMENT relating to the Astex Therapeutics Limited 2010 Share Option Scheme THIS REPLACEMENT OPTION AGREEMENT is made on 2011 BETWEEN (1) [OPTION HOLDER] of [ ] (the “Optionholder”); and (2) SUPERGEN, INC. whose registered office is at 4140 Dublin Boulevard, Suite 200, Dublin, CA 94568 USA (the “Acquiring Company”); INT

July 25, 2011 EX-4.6

ASTEX TECHNOLOGY LIMITED ENTERPRISE MANAGEMENT INCENTIVE S CHEME SCHEDULE ONE SCHEME RULES (Adopted by the Company on 27th March 2002) Ernst & Young, 1 Colmore Row, Birmingham B3 2DB

EXHIBIT 4.6 ASTEX TECHNOLOGY LIMITED ENTERPRISE MANAGEMENT INCENTIVE (?EMI?) S CHEME SCHEDULE ONE SCHEME RULES (Adopted by the Company on 27th March 2002) Ernst & Young, 1 Colmore Row, Birmingham B3 2DB RULES OF THE ASTEX TECHNOLOGY LIMITED ENTERPRISE MANAGEMENT INCENTIVE SCHEME CONTENTS Rule 1. Definitions and interpretation 2. Grant of Options 3. Conditions of exercise 4. Individual limits 5. Sc

July 25, 2011 EX-4.1

SUPERGEN, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (as amended March 17, 2011)

EXHIBIT 4.1 SUPERGEN, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (as amended March 17, 2011) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the Company?s intention to have the Plan qualify as an ?Employee Stock Purchase Plan? under Sectio

July 25, 2011 S-8

As filed with the Securities and Exchange Commission on July 25, 2011

As filed with the Securities and Exchange Commission on July 25, 2011 Registration No.

June 17, 2011 EX-99.1

SuperGen Stockholders Approve Stock Issuance In Connection with the Proposed Acquisition of Astex Therapeutics Limited

Exhibit 99.1 News Release SuperGen Stockholders Approve Stock Issuance In Connection with the Proposed Acquisition of Astex Therapeutics Limited DUBLIN, Calif., June 16, 2011 — SuperGen, Inc. (NASDAQ: SUPG), a pharmaceutical company dedicated to the discovery and development of novel cancer therapies, announced that stockholders have approved the issuance of shares to be issued in connection with

June 17, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2011 SUPERGEN, INC.

May 25, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

May 20, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

May 10, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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May 5, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

May 2, 2011 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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April 28, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 27, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2011 SUPERGEN, INC.

April 27, 2011 EX-99.1

SuperGen Reports 2011 First Quarter Financial Results Reports First Quarter Net Income of $5.5 Million Dacogen Royalty Revenue Increases 19% from Prior Year Ends First Quarter with Nearly $130 Million in Cash & Marketable Securities

Exhibit 99.1 News Release SuperGen Reports 2011 First Quarter Financial Results Reports First Quarter Net Income of $5.5 Million Dacogen Royalty Revenue Increases 19% from Prior Year Ends First Quarter with Nearly $130 Million in Cash & Marketable Securities DUBLIN, Calif., April 27, 2011 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the first quarter ended March 31, 2011. T

April 22, 2011 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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April 21, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 15, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 13, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 12, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2011 EX-99.2

SUPERGEN AND ASTEX THERAPEUTICS ENTER DEFINITIVE MERGER AGREEMENT Creating a Financially Strong, International Oncology Company

Exhibit 99.2 FOR IMMEDIATE RELEASE SUPERGEN AND ASTEX THERAPEUTICS ENTER DEFINITIVE MERGER AGREEMENT Creating a Financially Strong, International Oncology Company DUBLIN, California and CAMBRIDGE, UK, April 6, 2011 ? SuperGen, Inc. (NASDAQ: SUPG), a U.S.-based pharmaceutical company dedicated to the discovery and development of novel cancer therapies, and Astex Therapeutics Limited, a privately he

April 7, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 6, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 6, 2011 SUPERGEN, INC.

April 7, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2011 EX-99.1

SuperGen, Inc. STOCKHOLDER SUPPORT AGREEMENT

Exhibit 99.1 DATED April 6, 2011 SuperGen, Inc. STOCKHOLDER SUPPORT AGREEMENT Index Clause No. Page No. 2. Non-dealing / Covenants 2 3. Confirmations 3 4. Duration 4 5. General 4 6. Power of attorney 6 7. Notices 6 8. Governing law and submission to jurisdiction 7 THE SCHEDULE 9 1 STOCKHOLDER SUPPORT AGREEMENT To: Astex Therapeutics Limited 436 Cambridge Science Park Milton Road Cambridge CB4 0QA

April 7, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 6, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 6, 2011 SUPERGEN, INC.

April 7, 2011 EX-99.2

SUPERGEN AND ASTEX THERAPEUTICS ENTER DEFINITIVE MERGER AGREEMENT Creating a Financially Strong, International Oncology Company

Exhibit 99.2 FOR IMMEDIATE RELEASE SUPERGEN AND ASTEX THERAPEUTICS ENTER DEFINITIVE MERGER AGREEMENT Creating a Financially Strong, International Oncology Company DUBLIN, California and CAMBRIDGE, UK, April 6, 2011 ? SuperGen, Inc. (NASDAQ: SUPG), a U.S.-based pharmaceutical company dedicated to the discovery and development of novel cancer therapies, and Astex Therapeutics Limited, a privately he

April 7, 2011 EX-2.1

ASTEX THERAPEUTICS LIMITED SUPERGEN INC IMPLEMENTATION AGREEMENT

Exhibit 2.1 EXECUTION COPY DATED April 6, 2011 ASTEX THERAPEUTICS LIMITED and SUPERGEN INC IMPLEMENTATION AGREEMENT INDEX 1. DEFINITIONS 1 2. INTERPRETATION 9 3. PRESS ANNOUNCEMENT 9 4. IMPLEMENTATION AND DOCUMENTATION 10 5. CONDUCT OF BUSINESS 19 6. ACQUISITION CONDITIONS 26 7. TERMINATION PAYMENTS 28 8. ACQUISITION PROPOSALS 30 9. TERMINATION 33 10. APPROVALS AND PROCUREMENT 35 11. COSTS 36 12.

April 7, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2011 EX-99.1

SuperGen, Inc. STOCKHOLDER SUPPORT AGREEMENT

Exhibit 99.1 DATED April 6, 2011 SuperGen, Inc. STOCKHOLDER SUPPORT AGREEMENT Index Clause No. Page No. 2. Non-dealing / Covenants 2 3. Confirmations 3 4. Duration 4 5. General 4 6. Power of attorney 6 7. Notices 6 8. Governing law and submission to jurisdiction 7 THE SCHEDULE 9 1 STOCKHOLDER SUPPORT AGREEMENT To: Astex Therapeutics Limited 436 Cambridge Science Park Milton Road Cambridge CB4 0QA

April 7, 2011 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2011 EX-2.1

ASTEX THERAPEUTICS LIMITED SUPERGEN INC IMPLEMENTATION AGREEMENT

Exhibit 2.1 EXECUTION COPY DATED April 6, 2011 ASTEX THERAPEUTICS LIMITED and SUPERGEN INC IMPLEMENTATION AGREEMENT INDEX 1. DEFINITIONS 1 2. INTERPRETATION 9 3. PRESS ANNOUNCEMENT 9 4. IMPLEMENTATION AND DOCUMENTATION 10 5. CONDUCT OF BUSINESS 19 6. ACQUISITION CONDITIONS 26 7. TERMINATION PAYMENTS 28 8. ACQUISITION PROPOSALS 30 9. TERMINATION 33 10. APPROVALS AND PROCUREMENT 35 11. COSTS 36 12.

March 28, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2011 SUPERGEN, INC.

March 18, 2011 EX-3.1

BYLAWS SUPERGEN, INC. (a Delaware corporation) (as amended and restated through March 17, 2011) ARTICLE I CORPORATE OFFICES

EXHIBIT 3.1 BYLAWS OF SUPERGEN, INC. (a Delaware corporation) (as amended and restated through March 17, 2011) ARTICLE I CORPORATE OFFICES 1.1 Principal Office. The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation. 1.2 Other Offices. The board of directors may at any time establish offices at such other places as the board of directors may

March 18, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2011 SUPERGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2011 SUPERGEN, INC. (Exact name of registrant as specified in its charter) Delaware 0-27628 91-1841574 (State or other jurisdiction of incorporation) (Commission File Number)

March 11, 2011 EX-99.1

SUPERGEN, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EXHIBIT 99.1 SUPERGEN, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT This Amended and Restated Executive Employment and Confidential Information and Invention Assignment Agreement (the ? Amended 2010 Agreement?) is made and entered into effective as of March 10, 2011 by and between SuperGen, Inc., a Delaware corporation (the ?Company

March 11, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2011 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2011 SUPERGEN, INC.

March 11, 2011 EX-99.2

SUPERGEN, INC. SEVERANCE BENEFIT PLAN FOR OFFICERS (EFFECTIVE MARCH 10, 2011)

EXHIBIT 99.2 SUPERGEN, INC. SEVERANCE BENEFIT PLAN FOR OFFICERS (EFFECTIVE MARCH 10, 2011) Section 1. INTRODUCTION. The SuperGen, Inc. Severance Benefit Plan for Officers (the ?Plan?) is hereby amended and restated effective March 10, 2011. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of SuperGen, Inc. (the ?Company?) or an affiliate of

March 9, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPERGEN,

February 28, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2011 SUPERGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2011 SUPERGEN, INC.

February 28, 2011 EX-99.1

SuperGen Reports 2010 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $16.3 Million Dacogen Royalty Revenue Increases 27% from the Prior Year Ends Year with Over $120 million in Cash & Marketable Securities

Exhibit 99.1 News Release SuperGen Reports 2010 Fourth Quarter and Year-End Financial Results Reports Annual Net Income of $16.3 Million Dacogen Royalty Revenue Increases 27% from the Prior Year Ends Year with Over $120 million in Cash & Marketable Securities DUBLIN, Calif., February 28, 2011: SuperGen Inc., (NASDAQ: SUPG), a pharmaceutical company dedicated to the discovery and development of nov

February 14, 2011 SC 13G/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)1 SuperGen, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 868059106 (CUSIP Number) December

December 8, 2010 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 OR o TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

December 2, 2010 CORRESP

December 2, 2010

December 2, 2010 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

November 5, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 4, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

November 4, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

November 1, 2010 CORRESP

November 1, 2010

November 1, 2010 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

October 25, 2010 EX-99.1

SuperGen Reports 2010 Third Quarter Financial Results Dacogen Royalty Revenue Increases 28% from Same Prior Year Quarter Increases annual royalty and net income guidance for 2010

Exhibit 99.1 News Release SuperGen Reports 2010 Third Quarter Financial Results Dacogen Royalty Revenue Increases 28% from Same Prior Year Quarter Increases annual royalty and net income guidance for 2010 DUBLIN, Calif., October 25, 2010 — SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the third quarter and nine months ended September 30, 2010. “The third quarter was another pr

October 25, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2010 SUPERGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2010 SUPERGEN, INC.

October 4, 2010 EX-10.1

SUPERGEN, INC. EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Exhibit 10.1 SUPERGEN, INC. EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT This Executive Employment and Confidential Information and Invention Assignment Agreement (the “2010 Agreement”) is made and entered into effective as of October 1, 2010 (the “Effective Date”) by and between SuperGen, Inc., a Delaware corporation (the “Company”), and James S. J. Manuso

October 4, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2010 SUPERGEN, INC.

September 17, 2010 S-8

As filed with the Securities and Exchange Commission on September 17, 2010

As filed with the Securities and Exchange Commission on September 17, 2010 Registration No.

September 17, 2010 EX-4.1

SUPERGEN, INC. 2003 STOCK PLAN (as amended March 11, 2010)

EXHIBIT 4.1 SUPERGEN, INC. 2003 STOCK PLAN (as amended March 11, 2010) 1. Purposes of the Plan. The purposes of this 2003 Stock Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. Options granted under the Plan ma

September 16, 2010 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO. 4)* Super

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO.

September 9, 2010 CORRESP

September 9, 2010

September 9, 2010 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

August 6, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPERG

August 6, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2010 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2010 SUPERGEN, INC.

August 6, 2010 EX-99.1

FIRST AMENDMENT TO LEASE (Dublin Corporate Center Two: SuperGen, Inc.)

Exhibit 99.1 FIRST AMENDMENT TO LEASE (Dublin Corporate Center Two: SuperGen, Inc.) THIS FIRST AMENDMENT TO LEASE (?Amendment?) is made as of the 2nd day of August, 2010 (?Effective Date?), between DUBLIN CORPORATE CENTER TWO, L.P., a Delaware limited partnership (?Landlord?), and SUPERGEN, INC., a Delaware corporation (?Tenant?), with reference to the following facts: A. Landlord and Tenant enter

August 2, 2010 EX-99.1

SuperGen Reports 2010 Second Quarter Financial Results Dacogen Royalty Revenue Increases 62% from Same Prior Year Quarter Dacogen Planned Filings for AML are Proceeding as Data Analysis Continues

Exhibit 99.1 News Release SuperGen Reports 2010 Second Quarter Financial Results Dacogen Royalty Revenue Increases 62% from Same Prior Year Quarter Dacogen Planned Filings for AML are Proceeding as Data Analysis Continues DUBLIN, Calif., August 2, 2010 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the second quarter and six months ended June 30, 2010. ?The second quarter was

August 2, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2010 SUPERGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2010 SUPERGEN, INC.

June 14, 2010 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2010 SUPERGEN, INC.

May 13, 2010 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO. 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO.

May 10, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPER

April 30, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 30, 2010 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 28, 2010 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* SuperGe

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No.

April 26, 2010 EX-99.1

SuperGen Reports 2010 First Quarter Financial Results

Exhibit 99.1 News Release SuperGen Reports 2010 First Quarter Financial Results Reports First Quarter Net Income of $4.7 Million Dacogen Royalty Revenue Increases 11% from Same Prior Year Period DUBLIN, Calif., April 26, 2010 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the first quarter ended March 31, 2010. ?SuperGen made significant progress on all critical fronts during

April 26, 2010 8-K

Item 2.02 — Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2010 SUPERGEN, INC.

April 21, 2010 SC 13G/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 SuperGen, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 868059106 (CUSIP Number) April 20,

March 19, 2010 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2010 SUPERGEN, INC. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 19, 2010 SUPERGEN, INC.

March 15, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPERGEN,

March 15, 2010 SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 SuperGen, Inc. (Name of Issu

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 SuperGen, Inc.

March 1, 2010 8-K

Item 2.02 — Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2010 SUPERGEN, INC.

March 1, 2010 EX-99.1

SuperGen Reports 2009 Fourth Quarter and Year-End Financial Results

Exhibit 99.1 News Release SuperGen Reports 2009 Fourth Quarter and Year-End Financial Results Achieves net income for quarter & year of $2.3 million and $4.7 million, respectively Ends year with over $100 million in cash, cash equivalents & marketable securities DUBLIN, Calif., March 1, 2010: SuperGen Inc., (NASDAQ: SUPG), a pharmaceutical company dedicated to the discovery and development of nove

February 16, 2010 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO. 2)* Super

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (AMENDMENT NO.

February 3, 2010 SC 13G/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 SuperGen, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 868059106 (CUSIP Number) December

February 3, 2010 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated February 3, 2010 with respect to the shares of Common Stock of SuperGen, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Secu

January 22, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 2010 SUPERGEN, INC.

November 9, 2009 EX-10.1

AMENDED & RESTATED COMMERCIAL RESEARCH AND LICENSE AGREEMENT

EXHIBIT 10.1 EXECUTION COPY CONFIDENTIAL TREATMENT REQUEST *** Portions denoted with asterisks have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. AMENDED & RESTATED COMMERCIAL RESEARCH AND LICENSE AGREEMENT This Amended & Restated Commercial Research and License Agreement (?Agreement?) is entered into as of November

November 9, 2009 EX-10.2

SECTION 1 AUTHORIZATION, SALE AND ISSUANCE SECTION 2 CLOSING DATES AND DELIVERY SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER SECTION 5 ADDITIONAL AGREEMENTS & COVENANTS SECTI

EXHIBIT 10.2 SUPERGEN, INC. COMMON STOCK PURCHASE AGREEMENT October 22, 2009 SUPERGEN, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this ?Agreement?) is made as of October 22, 2009 (the ?Effective Date?) by and between SuperGen, Inc., a Delaware corporation (the ?Company?) and SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporatio

November 9, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 S

October 28, 2009 EX-99.1

SuperGen and GSK to Collaborate on the Discovery and Development of Novel Epigenetic Therapeutics

EX-99.1 2 a09-323901ex99d1.htm EX-99.1 Exhibit 99.1 News Release SuperGen and GSK to Collaborate on the Discovery and Development of Novel Epigenetic Therapeutics October 26, 2009 - SuperGen, Inc. (NASDAQ: SUPG) and GlaxoSmithKline (NYSE: GSK) have entered into a multi-year collaboration to discover and develop cancer therapeutics based on epigenetic targets. Epigenetics refers to the regulation o

October 28, 2009 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2009 SUPERGEN, INC.

October 26, 2009 EX-99.1

SuperGen Reports 2009 Third Quarter Financial Results

Exhibit 99.1 News Release SuperGen Reports 2009 Third Quarter Financial Results Achieves net income for quarter & year-to-date periods and guides to profit for the year Ends quarter with over $94 million in cash, equivalents & marketable securities DUBLIN, Calif., October 26, 2009 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the third quarter and nine months ended September

October 26, 2009 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2009 SUPERGEN, INC.

August 13, 2009 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* SuperGen, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Number) James E.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

August 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2009 or o TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPERGEN, INC. (Exact na

July 27, 2009 8-K

Item 2.02 — Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 27, 2009 SUPERGEN, INC.

July 27, 2009 EX-99.1

News Release SuperGen Reports 2009 Second Quarter Financial Results

Exhibit 99.1 News Release SuperGen Reports 2009 Second Quarter Financial Results DUBLIN, Calif., July 27, 2009 ? SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the second quarter and six months ended June 30, 2009. Total revenues for the 2009 second quarter were $6.0 million, compared with $8.1 million for the same prior year period. Total revenues for the 2009 second quarter a

May 11, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2009 or o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPER

May 4, 2009 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2009 SUPERGEN, INC.

May 4, 2009 EX-99.1

SuperGen Announces Departure of Chief Medical Officer

Exhibit 99.1 News Release SuperGen Announces Departure of Chief Medical Officer DUBLIN, Calif., May 1, 2009 ? SuperGen, Inc. (NASDAQ: SUPG) a pharmaceutical company dedicated to the discovery and development of novel cancer therapies, announced that Gregory Berk, M.D., Chief Medical Officer, has left the Company. Michael D. Young, M.D., Ph.D., a current member of the SuperGen board of directors an

April 28, 2009 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 28, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registran

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 27, 2009 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2009 SUPERGEN, INC.

April 27, 2009 EX-99.1

SuperGen Reports 2009 First Quarter Financial Results

Exhibit 99.1 News Release SuperGen Reports 2009 First Quarter Financial Results Reports First Quarter Net Income of $4 Million Dacogen Royalty Revenue Increases 59% from Same Prior Year Period DUBLIN, Calif., April 27, 2009 — SuperGen, Inc. (NASDAQ: SUPG) today reported financial results for the first quarter ended March 31, 2009. “SuperGen made significant progress with respect to the discovery a

April 3, 2009 EX-10.1

SUPERGEN, INC. EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Exhibit 10.1 SUPERGEN, INC. EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT This Executive Employment and Confidential Information and Invention Assignment Agreement (the ?Agreement?) is made and entered into effective as of April 1, 2009 (the ?Effective Date?) by and between SuperGen, Inc., a Delaware corporation (the ?Company?), and James S. Manuso (?Executiv

April 3, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2009 SUPERGEN, INC.

March 18, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 12, 2009 SUPERGEN, INC. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 12, 2009 SUPERGEN, INC.

March 18, 2009 SC 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 SuperGen, Inc. (Name of Issuer) Common Stoc

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 SuperGen, Inc.

March 18, 2009 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

March 16, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-27628 SUPERGEN,

March 2, 2009 8-K

Item 2.02 — Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 2, 2009 SUPERGEN, INC.

March 2, 2009 EX-99.1

SuperGen Reports 2008 Fourth Quarter and Year- End Financial Results Annual Royalty Revenue Increases 72% from Prior Year

Exhibit 99.1 News Release SuperGen Reports 2008 Fourth Quarter and Year- End Financial Results Annual Royalty Revenue Increases 72% from Prior Year DUBLIN, Calif., March 2, 2009: SuperGen Inc., (NASDAQ: SUPG), a pharmaceutical company dedicated to the discovery and development of novel cancer therapies, today reported financial results for the fourth quarter and year ended December 31, 2008. The C

February 20, 2009 S-3/A

As filed with the Securities and Exchange Commission on February 20, 2009

Table of Contents As filed with the Securities and Exchange Commission on February 20, 2009 Registration No.

February 20, 2009 EX-4.11

FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT 4.11 FORM OF SUBSCRIPTION AGREEMENT SuperGen, Inc. 4140 Dublin Blvd. Suite 200 Dublin, CA 94568 Ladies and Gentlemen: The undersigned (the ?Investor?) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Terms and Conditions For Purchase of Units attached hereto as Annex I (collectively, this ?Agreement?), is made as of the date set forth below b

February 17, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* SuperGen, Inc. (Name of Issuer) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* SuperGen, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 868059106 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing

February 12, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 10, 2009 SUPERGEN, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 10, 2009 SUPERGEN, INC.

February 12, 2009 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SUPERGEN, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 868059106 (CUSIP Number) February 10, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 12, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SUPERGEN, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 868059106 (CUSIP Number) February 10, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

January 27, 2009 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Supergen, I

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.

January 21, 2009 EX-4.2

SUPERGEN, INC. AS TRUSTEE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES

EXHIBIT 4.2 SUPERGEN, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 10 Section 1.3 Form of Documents Delivered to Trustee 11 Section 1.4 Acts of Holders; Record Dates 11 Section 1.5 Notices, etc., to Trust

January 21, 2009 S-3

As filed with the Securities and Exchange Commission on January 21, 2009

Table of Contents As filed with the Securities and Exchange Commission on January 21, 2009 Registration No.

January 21, 2009 EX-4.1

SUPERGEN, INC, AS TRUSTEE DATED AS OF , 20 SENIOR DEBT SECURITIES

EXHIBIT 4.1 SUPERGEN, INC, TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 9 Section 1.3 Form of Documents Delivered to Trustee 9 Section 1.4 Acts of Holders; Record Dates 10 Section 1.5 Notices, etc., to Trustee and C

January 21, 2009 EX-12.1

SuperGen, Inc. Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 SuperGen, Inc. Computation of Ratio of Earnings to Fixed Charges Nine Months Ended Fiscal Year Ended December 31, September 30, (In $000’s, except ratio) 2003 2004 2005 2006 2007 2008 Fixed Charges: Interest expense $ 3,981 $ 2,338 $ — $ — $ — $ — Estimated interest with rental expense 83 98 118 131 133 80 $ 4,064 $ 2,436 $ 118 $ 131 $ 133 $ 80 Earnings (loss): Net income (loss) befor

November 25, 2008 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 2008 SUPERGEN, INC. (Exact name of registrant as specified in its charter) Delaware 0-27628 91-1841574 (State or other jurisdiction of incorporation) (Commission File Numb

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