definiens: ), and capitalized terms not defined in this Amendment shall have the meanings ascribed to them in theSupply Agreement ; WHEREAS, pursuant to the Supply Agreement, CTI has engaged Manufacturer to ( i ) manufacture and supply Finished USGoods and ( ii ) undertake certain efforts toward the goal of eventually transferring the manufacture of Bulk Product and thesupply of Finished US Goods for Buyer ’s requirements from Manufacturer and its subcontractors to Buyer or to Buyer’sdesignee(s ) so that Buyer and/or Buyer ’s designee(s ) could commence the manufacture of Bulk Product and the supply ofFinished US Goods no later than the end of the Term ( or, if applicable, thirty - six ( 36 ) months after a Mid - Term TransferElection ) ; WHEREAS, CTI proposes to enter into a joint venture with Spectrum Pharmaceuticals, Inc., a Delaware corporation ( ), for the marketing and development of the Product ( the ), which will entail thecontribution by CTI to RIT Oncology, LLC, a newly - formed Delaware limited liability company ( ), of all of CTI ’s right, title and interest in the Supply Agreement ( as amended hereby ) and related documents, although CTI will remain liable for theperformance of each of the assigned obligations ; and WHEREAS, CTI and Manufacturer desire to amend the Supply Agreement in advance of CTI consummating the JointVenture Transaction