Securities Purchase Agreement


 EXHIBIT 10.1 
  
 SECURITIES PURCHASE AGREEMENT 
  
 This Securities Purchase Agreement (the “Agreement”) is made as
of December 13, 2002, by and between                              (“Purchaser”), and
Spectrum Pharmaceuticals, Inc. (“Company”), whereby the parties agree as follows: 
  
 The Purchaser shall buy from the Company and
the Company agrees to sell to the Purchaser: (i)              shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common
Stock”), at a price of $2.10 per share for an aggregate purchase price of
                             (the “Purchase Price”), and (ii) a five-year warrant to
purchase up to              shares of Common Stock (the “Warrant”), at an exercise price of $3.10 per share, in the form attached hereto as Exhibit A. 

 
 The Company warrants that as of December 13, 2002 there are 2,477,020 shares of common stock issued and outstanding and that in no way will this
purchase represent more than 4.99% of the outstanding common shares. 
  
 The Shares and the Warrant are being issued and sold pursuant to a
registration statement on Form S-3, File No. 333-53108, which registration statement has been declared effective by the Securities and Exchange Commission. The Company is delivering herewith a prospectus supplement on Form 424(b)(5) regarding the
issuance and sale of the Shares and the Warrant prior to funding, a copy of which is attached hereto as Exhibit B. The Shares and Warrant are free of restrictive legends and the Shares and the shares of Common Stock issuable upon exercise of
the Warrant, when issued upon exercise of the Warrant in accordance with its terms and as described in the prospectus supplement, will be free of any resale restrictions. 
  
 Prior to the close of business on the date hereof: 
  

	 	1.
	 
	The Purchaser shall wire the Purchase Price to the Company to the account set forth below. 
 

  
 Company Wire Transfer Instructions: 
                                      
                                        
        
                                      
                                        
        
                                      
                                        
        
  

	 	2.
	 
	The Company shall (A) deliver a facsimile copy of the Warrant to the Purchaser at the address for notices set forth below, with the original Warrant to be
delivered to such address on the next following business day, and (B) cause its transfer agent to transmit the Shares electronically to the Purchaser by crediting the account set forth below through the Deposit Withdrawal Agent Commission system.

 

  
 Purchaser DWAC Instructions: 
  
 DTC
No.                                       
                            
 Account
No.                                       
                     
 Account Name:
                                        
              






  
 Notices to the Company shall be delivered to: 
  
 Spectrum Pharmaceuticals, Inc. 
 Attention:
Rajesh Shrotriya, M.D. 
 Chairman and Chief Executive Officer 
 157 Technology Drive, 
 Irvine, California 92618 
 Facsimile: (949) 788-6706 
  
 Notices to Purchaser shall be delivered to: 
                                      
                                        
                 
                                      
                                        
                 
                                      
                                        
                 
                                      
                                        
                 
  
  
  
 Delivery of an executed copy of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed copy of this Agreement and shall be effective and
enforceable as the original. This Agreement shall be governed and construed in accordance with the internal laws of the State of California without giving effect to the conflicts of law principles thereunder. 
  
 AGREED AND ACCEPTED, as of the date indicated above: 
  
 Spectrum Pharmaceuticals, Inc. 
 
	 
	 By:
 	 	             /s/    RAJESH
SHROTRIYA      
                                      
                                        
                                        
 
 

 
 
	 
	 Name:
 	 	     Rajesh Shrotriya, M.D.        
                                      
                                        
                                  
 

 
 
	 
	 Title:
 	 	       Chief Executive Officer and President
                                      
                                        
                                     
 

 
 
	 
	 Purchaser
Name:                                       
                                        
              
 

 
 
	 
	 By:                                     
                                        
                                        
  
 
	 
	 Name:                                    
                                        
                                     
 
	 
	 Title:                                    
                                        
                                      
 
 

 






  
 EXHIBIT A 
  






  
 EXHIBIT B 






 SCHEDULE 1 
  
 
	 Purchaser
 
	  	 Shares
 
	  	 Purchase Price
 
	    	 Warrant Shares
 

	 Verticle Ventures, LLC
 	  	 95,000
 	  	 $
 	 199,500
 	    	 21,850
 
	 Midsummer Capital, LLC
 	  	 95,000
 	  	 $
 	 199,500
 	    	 21,850
 
	 ICN Capital, Ltd.
 	  	 95,000
 	  	 $
 	 199,500
 	    	 21,850