Filed by Bowne Pure Compliance





Exhibit 4.1




THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY OR ACQUIRABLE UPON EXERCISE HEREOF HAVE NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR
TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION
UNDER SAID ACT IS NOT REQUIRED.



SPECTRUM PHARMACEUTICALS, INC.




WARRANT




			
	 	 	 
	Dated: April 28, 2008
	 	Number: SPPI 429






Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that,
for value received, John T. Moore or his registered assigns (“Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company up to a total of 50,000 shares of Common Stock,
$.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at an exercise price equal to $1.79 per share (as
adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time from and
including April 28, 2008 (the “Effective Date”) through and including April 27, 2013 (the
“Expiration Date”), in accordance with the vesting schedule set forth in Section 3 (b), subject to
the following terms and conditions:



1. Registration of Warrant. The Company shall register this Warrant upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, and the Company shall not be affected by notice to the
contrary.



2. Registration of Transfers and Exchanges.



(a) This Warrant may not be sold, transferred, assigned, pledged, hypothecated or otherwise
disposed, directly or indirectly, in whole or in part, without the prior written consent of the
Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of
this Warrant, or any portion thereof, shall be void and without any force or effect; provided,
however, that, subject to compliance with any applicable securities laws, the Holder may transfer
this Warrant, or any portion thereof, without the prior written consent of the Company, if such
transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the
benefit of any such relatives, or (ii) any shareholder or affiliate entity.



(b) The Company shall register the transfer of any portion of this Warrant in conformance with
Section 2(a) in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new
warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant,
a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such transferee of all of the rights and
obligations of a holder of this Warrant.


 


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(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the
Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the
aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.



(d) Unless the resale of the Warrant Shares has been registered under the Securities Act of
1933, as amended, each certificate for Warrant Shares initially issued upon the exercise of this
Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such
certificate, shall be stamped or otherwise imprinted with a legend in substantially the following
form:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE
OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION
UNDER SAID ACT IS NOT REQUIRED.”



3. Duration and Exercise of Warrant.



(a) This Warrant shall be exercisable by the then registered Holder on any business day before
5:00 P.M., California time, at any time and from time to time on or after the Effective Date to and
including the Expiration Date. At 5:00 P.M., California time on the Expiration Date, the portion of
this Warrant not exercised prior thereto shall be and become void and of no value.



(b) This Warrant shall vest in accordance with the following schedule:




	 	a.	 	Twenty-five (25%) percent of the shares
shall vest and become exercisable upon the Effective Date of the
warrant; and

	 
	 	b.	 	The remaining shares shall vest in
equal twenty-five (25%) percent increments every six months from
the Effective Date of the warrant thereafter.

	 
	 	 	 	In the event that the Consulting Agreement dated September 20, 2005,
as amended, by and between the Company and JTM Consulting, Inc.,
expires or is terminated by either party prior to any vesting date, no
further vesting will occur following such termination.





 


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(c ) Upon surrender of this Warrant, with the Form of Election to Purchase attached hereto
duly completed and signed, to the Company at its address for notice set forth in Section 10 and
upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in
the Form of Election to Purchase, the Company shall promptly (and in any event, within four
business days) issue or cause to be issued and cause to be delivered to or upon the written order
of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant
Shares issuable upon such exercise. Any person so designated by the Holder to receive Warrant
Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of
Exercise of this Warrant.



A. “Date of Exercise” means the date on which the Company shall have received (i) this Warrant
(or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or
attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares so indicated by the holder hereof to be purchased.



(c) This Warrant shall be exercisable, either in its entirety or, from time to time, for a
portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.



(d) Prior to the exercise of this Warrant, the Holder shall not be entitled to any rights as a
stockholder of the Company with respect to the Warrant Shares, including (without limitation) the
right to vote such shares, receive dividends or other distributions thereon or be notified of
stockholder meetings (except as otherwise set forth in Section 7(f) herein).



(e) If by the tenth business day after a Date of Exercise the Company fails to deliver the
required number of Warrant Shares in the manner required pursuant to Section 3(b), then the Holder
will have the right to rescind such exercise.



4. Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the
issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in
the registration of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.



5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction and indemnity,
if requested, satisfactory to it. Applicants for a New Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other reasonable charges
as the Company may prescribe.


 


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6. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and
keep available out of the aggregate of its authorized but unissued Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided,
the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other actual contingent purchase rights of
persons other than the Holder. The Company covenants that all Warrant Shares that shall be so
issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in
accordance with the terms hereof, be duly authorized, validly issued and fully paid and
nonassessable.



7. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set forth in this Section 7. Upon
each such adjustment of the Exercise Price pursuant to this Section 7, the Holder shall thereafter
prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.



(a) If the Company, at any time while this Warrant is outstanding, (i) shall pay a stock
dividend (except scheduled dividends paid on outstanding preferred stock which contain a stated
dividend rate) or otherwise make a distribution or distributions on shares of its Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number of shares, or (iii) combine outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event
and the denominator shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of stockholders entitled to
receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision or combination, and shall apply to successive subdivisions and
combinations.



(b) In case of any reclassification of the Common Stock, any consolidation or merger of the
Company with or into another person, the sale or transfer of all or substantially all of the assets
of the Company or any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, then the Holder shall have the right thereafter to
exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of Common Stock following
such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder
shall be entitled upon such event to receive such amount of securities or property equal to the
amount of Warrant Shares such Holder would have been entitled to had such Holder exercised this
Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or share
exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall
include such terms so as to continue to give to the Holder the right to receive the securities or
property set forth in this Section 7(b) upon any exercise following any such reclassification,
consolidation, merger, sale, transfer or share exchange.


 


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(c) If the Company, at any time while this Warrant is outstanding, shall distribute to all
holders of Common Stock (and not to holders of this Warrant) evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase any security (excluding those referred to
in Sections 7(a), and (b)), other than as part of its dissolution or liquidation or the winding up
of its affairs, then in each such case the Exercise Price shall be determined by multiplying the
Exercise Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the denominator shall be
the fair market value of a share of Common Stock determined as of the record date mentioned above,
and of which the numerator shall be the fair market value of a share of Common Stock determined as
of such record date less the fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as
determined by the Company’s independent certified public accountants that regularly examines the
financial statements of the Company (an “Appraiser”).



(d) For the purposes of this Section 7, the following clauses shall also be applicable:




	 	(i)	 	Record Date. In case the Company
shall take a record of the holders of its Common Stock for the
purpose of entitling them (A) to receive a dividend or other
distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B)
to subscribe for or purchase Common Stock or securities
convertible or exchangeable into shares of Common Stock, then
such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

	 
	 	(ii)	 	Treasury Shares. The number of
 shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an
issue or sale of Common Stock.





 


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(e) All calculations under this Section 7 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.



(f) If:




	 	(i)	 	the Company shall declare a
dividend (or any other distribution) on its Common Stock; or

	 
	 	(ii)	 	the Company shall declare a
special nonrecurring cash dividend on or a redemption of its
Common Stock; or

	 
	 	(iii)	 	the Company shall authorize the
granting to all holders of the Common Stock rights or warrants
to subscribe for or purchase any shares of capital stock of any
class or of any rights; or

	 
	 	(iv)	 	the approval of any stockholders
of the Company shall be required in connection with any
reclassification of the Common Stock of the Company, any
consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property; or

	 
	 	(v)	 	the Company shall authorize the
voluntary dissolution, liquidation or winding up of the affairs
of the Company,






then the Company shall cause to be mailed to each Holder at their last addresses as they shall
appear upon the Warrant Register, at least 30 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, share exchange, dissolution, liquidation or winding up; provided, however, that the
failure to mail such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice.



8. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available
funds by certified check or bank draft payable to the order of the Company or by wire transfer to
an account designated by the Company.


 


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9. Fractional Shares. The Company shall not be required to issue or cause to be issued
fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares which
shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate
number of Warrant Shares purchasable on exercise of this Warrant so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 9, be issuable on the exercise of
this Warrant, the Company shall pay an amount in cash equal to the Exercise Price multiplied by
such fraction.



10. Notices. Any and all notices or other communications or deliveries hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile telephone number specified
in this Section prior to 5:00 p.m. (California time) on a business day, (ii) the business day after
the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section later than 5:00 p.m. (California time) on any
date and earlier than 11:59 p.m. (California time) on such date, (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 157 Technology Drive, Irvine, CA 92618,
Attention: CEO, or to facsimile no. (949) 788-6706, or (ii) if to the Holder, to the Holder at the
address or facsimile number appearing on the Warrant Register or such other address or facsimile
number as the Holder may provide to the Company in accordance with this Section 10.



11. Warrant Agent. The Company shall serve as warrant agent under this Warrant. The Company
may appoint a new warrant agent upon notice to the Holder in accordance with Section 10. Any
corporation into which the Company may be merged or any corporation resulting from any
consolidation to which the Company shall be a party or any corporation to which the Company
transfers substantially all of its corporate assets shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder’s last address as shown on the Warrant Register.



12. Representations and Warranties of Holder. By accepting this Warrant, Holder represents
and warrants to the Company that the statements contained in this Section 12 are correct and
complete as of the date first written above.



(a) Business or Financial Expertise. Holder has either (i) a pre-existing personal or
business relationship with the Company or any of its officers, directors or controlling persons
that is of a nature and duration which enables Holder to be aware of the character, business acumen
and general business and financial circumstances of the Company or (ii) by reason of Holder’s
business or financial expertise or the business or financial experience of his
professional advisors who are unaffiliated with and who are not compensated by the Company or any
affiliate or selling agent of the Company, directly or indirectly, the capacity to protect his own
interests in connection with his acquisition of the Warrant and the underlying Warrant Shares.
Holder is an “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of
1933, as amended (the “Securities Act”).


 


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(b) Awareness; No Distribution. Holder has had the opportunity to ask questions about the
Company’s business affairs and financial condition, and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the Warrant and underlying
Warrant Shares. Holder is acquiring the Warrant and underlying Warrant Shares for his own account
for investment purposes only and not with a view to, or for the resale in connection with, any
“distribution” thereof for purposes of the Securities Act. Holder recognizes that the Warrant and
underlying Warrant Shares are a speculative investment involving a high degree of risk of loss and
that Holder could lose the entire amount of its investment. Holder is able to bear the economic
risk of this investment and at the present time could afford a complete loss of this investment.



(c) No Registration. Holder understands that the Warrant and underlying Warrant Shares will
be issued without registration under the Securities Act and without qualification and/or
registration under applicable state securities laws (“Blue Sky Laws”) in reliance upon specific
exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of its
investment intent as expressed herein. In this connection, Holder understands that, in the view of
the SEC, the statutory basis for such exemption may be unavailable if its representations were
predicated solely upon a present intention to hold the Warrant and underlying Warrant Shares for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Warrant Shares, or for a period of one year or any
other fixed period in the future.



(d) Legend. Holder further understands that the Warrant Shares must be held indefinitely
unless subsequently registered and/or qualified under the Securities Act and under the Blue Sky
Laws or unless an exemption from registration and/or qualification is otherwise available.
Moreover, John Moore understands that the Company is under no obligation to register and/or qualify
the Warrant Shares. In addition, Holder understands that the certificate evidencing the Warrant
Shares will be imprinted with a legend in substantially the form as follows which prohibits the
transfer of the Warrant Shares unless they are registered and/or qualified or such registration
and/or qualification is not required in the opinion of counsel for Holder.




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR
TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.



(e) Rule 144. Holder is aware of the provisions of Rule 144, promulgated under the Securities
Act, which, in substance, permits limited public resale of “restricted securities” acquired,
directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Holder understands that the
Warrant Shares constitute “restricted securities” for the purposes of Rule 144.


 


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(f) No Public Market. Holder further understands that at the time it wishes to sell the
Warrant Shares there may be no public market upon which to make such a sale.



(g) Risk. Holder further understands that in the event all of the requirements of Rule 144
are not satisfied, registration under the Securities Act, compliance with Regulation A, or some
other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is
not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk.



13. Miscellaneous.



(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Warrant may be amended only in writing signed by
the Company and the Holder and their successors and assigns.



(b) Subject to Section 13(a), above, nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the Holder any legal or equitable right, remedy or
cause under this Warrant. This Warrant shall inure to the sole and exclusive benefit of the Company
and the Holder.



(c) This Warrant shall be governed by and construed and enforced in accordance with the
internal laws of the State of California without regard to the principles of conflicts of law
thereof. The Company and the Holder hereby irrevocably submit to the exclusive jurisdiction of the
state and federal courts sitting in Orange County, California, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, or that such
suit, action or proceeding is improper. Each of the Company and the Holder hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or
proceeding by receiving a copy thereof sent to it at the address in effect for notices to it under
this instrument and in the manner set forth in Section 10 above, and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.



(d) The headings herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.


 


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(e) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.



IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.



	 	 	 	 	 
	 	SPECTRUM PHARMACEUTICALS, INC.

 	 
	 	By:  	     /S/ Rajesh C. Shrotriya, M.D.
 	 
	 	 	Name:  	Rajesh C. Shrotriya, M.D. 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 



 


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FORM OF ELECTION TO PURCHASE




(To be executed by the Holder to exercise the right to purchase shares of Common

Stock under the foregoing Warrant)




To Spectrum Pharmaceuticals, Inc.:



In accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase                      shares of Common Stock (“Common
Stock”), $.001 par value per share, of Spectrum Pharmaceuticals, Inc. (the “Company”) encloses
herewith $                     in cash, certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to
which this Form of Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.



The undersigned requests that certificates for the shares of Common Stock issuable upon this
exercise be issued in the name of:



	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR 

TAX IDENTIFICATION NUMBER:

	 	 
	 	 	 
	 
	 	 
	 
	 	 
	 
	(Please print name and address)






If the number of shares of Common Stock issuable upon this exercise shall not be all of the
shares of Common Stock which the undersigned is entitled to purchase in accordance with the
enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant)
evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:



	 	 	 
	 

	 	 
	 
	(Please print name and address)
	 	 






By signing below, the Holder represents and warrants to the Company that the statements
contained in Section 12 are true and correct as of the date hereof, as if given on the date hereof.



	 	 	 
	Dated:                     ,           

	 	Name of Holder:
	 
	 	 
	 

	 	(Print)
	 	 	 
	 

	 	(By:)
	 	 	 
	 

	 	(Name:)
	 	 	 
	 

	 	(Title:)
	 	 	 
	 

	 	(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant)





 


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FORM OF ASSIGNMENT



[To be completed and signed only upon transfer of Warrant]



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                         the right represented by the Warrant enclosed with this Form of Assignment to
purchase                      shares of Common Stock of Spectrum Pharmaceuticals, Inc. to which the Warrant
relates and appoints                                          attorney to transfer said right on the books of Spectrum
Pharmaceuticals, Inc. with full power of substitution in the premises.



	 	 	 
	Dated:                     ,           

	 	 
	 	 	 
	 

	 	(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant)
	 
	 	 
	 

	 	 
	 	 	 
	 

	 	Address of Transferee
	 
	 	 
	 

	 	 
	 	 	 
	 
	 	 
	 

	 	 
	 	 	 
	 
	 	 
	In the presence of:
	 	 
	 
	 	 
	 
	 	 
	 	 	 







 


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