Exhibit
4.2


AMENDMENT
NO. 5


TO
THE


RIGHTS
AGREEMENT


DATED
AS OF DECEMBER 13, 2000


BY
AND BETWEEN


SPECTRUM
PHARMACEUTICALS, INC.


AND


U.S.
STOCK TRANSFER CORPORATION


On December 13,
2000, the Board of Directors of Spectrum Pharmaceuticals, Inc., a Delaware corporation
(the “Company”) authorized and declared a dividend distribution of one
Right for each share of its Common Stock issued and outstanding as of December
28, 2000 (as such number may be adjusted) and each share of Common Stock issued
between the Record Date and the Distribution Date, each Right initially
representing the right to purchase one-hundredth of a share of Series B Junior
Participating Preferred Stock of the Company, upon the terms set forth in a
Rights Agreement dated as of December 13, 2000 by and between U.S. Stock
Transfer Corporation (the “Rights Agent”) and the Company (as amended to
date, the “Rights Agreement”)


The Company’s Board of Directors has recently determined that it was in
the best interest of the Company and its stockholders to amend the Rights
Agreement to reduce the triggering threshold for the Rights Agreement from 20%
to 15%.  The Distribution Date has not
yet occurred and the Company has met all requirements for amendment of the Rights
Agreement. In order to give effect to this amendment, the Company and U.S.
Stock Transfer Corporation hereby agreed to amend the Rights Agreement as
follows:


1.             Amend the definition of “Acquiring Person” in Section
1(a) of the Rights Agreement to change the threshold from 20% to 15%, so that the
first paragraph of Section 1(a) shall be replaced in its entirety with the
following:


(a)           “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of fifteen percent
(15%) or more of the shares of Common Stock then outstanding, but shall not
include the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan. In addition, notwithstanding the foregoing, no Person shall
be deemed to be an Acquiring Person if (i) the Board of Directors of the
Company determines in good faith that a person who would otherwise be an “Acquiring
Person,” but for the operation of this clause (i), has become such
inadvertently, and such person divests as promptly as practical a sufficient
number of shares of Common Stock so that such person would no longer be an “Acquiring
Person,” (ii) as the result of an acquisition of Common Stock by the Company
which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to fifteen
percent (15%) or more of the Common 









 

 


Stock of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of fifteen percent (15%) or more of the Common Stock of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner (other than by way
of a stock dividend or stock split) of additional shares of Common Stock representing
one-half of one percent (.50%) of the then outstanding shares of Common Stock
of the Company, then such
Person shall be deemed to be an Acquiring Person, or (iii) a Person enters into
an agreement or transaction or understanding with the Company whereby, solely
as a consequence of that agreement or transaction or understanding, such Person
would become an “Acquiring Person” (but for the operation of this clause
(iii)), and such agreement, transaction or understanding is approved by the
Board of Directors of the Company; provided, however, that if such Person
subsequently becomes the Beneficial Owner of any additional shares of Common
Stock in a manner not specifically approved by a majority of the Board of
Directors, such Person shall be deemed to be an Acquiring Person.


2.             Amend Section 3(a) of the Rights
Agreement, so that the section shall be replaced in its entirety with the
following:


(a)           Until the earlier of (i) the
Close of Business on the tenth day (or such later date as may be determined by
action of a majority of the Board of Directors) after the Stock Acquisition
Date (or, if the tenth day after the Stock Acquisition Date occurs before the
Record Date, the Close of Business on the Record Date), or (ii) the Close
of Business on the tenth Business Day (or such later date as may be determined
by action of a majority of the Board of Directors then in office) after the
date that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan) is
first published or sent or given within the meaning of Rule 14d-2(a)
of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of fifteen
percent (15%) or more of the shares of Common Stock then outstanding (the
earlier of (i) and (ii) being herein referred to as the “Distribution Date”),
(x) the Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for the Common
Stock registered in the names of the holders of the Common Stock (which certificates
for Common Stock shall be deemed also to be certificates for Rights) and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Company). 
As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage prepaid mail, to each record holder
of the Common Stock as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or more
rights certificates, in substantially the form of Exhibit B hereto
(the “Rights Certificates”), evidencing one Right for each share of Common
Stock so held, subject to adjustment as provided herein.  In the event that an adjustment in the number
of Rights per share of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. 
As of and after the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates and may be transferred by the transfer of
the Rights Certificates as permitted hereby, separately and apart from any
transfer of one or more Common Stock, and the holders of such Rights
Certificates as listed in the records of the Company or any transfer agent or
registrar for the Rights shall be the record holders thereof.


3.             Amend
Section 23(a) of the Rights Agreement, so that the section shall be replaced in
its entirety with the following:


(b)           The Board of Directors of the Company
may, at its option, at any time prior to the earlier of (i) the Close of
Business on the tenth day following the Stock Acquisition Date, or such later
date as may be determined by action of a majority of the Board of Directors
then in office and publicly announced by the Company (or, if the Stock
Acquisition Date shall have occurred prior to the Record Date, the Close of
Business on the tenth day following the Record Date, or such later date as may
be determined by action of a majority of the Board of Directors then in office
and publicly announced by the Company), or (ii) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a redemption
price of $.001 per Right, as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the “Redemption
Price”); provided, however, that if, following the occurrence of a Stock
Acquisition Date and following the expiration of the right of redemption
hereunder but prior to any Triggering Event, (i) a person who is an
Acquiring Person shall have transferred or otherwise disposed of a number of
shares of Common Stock in one transaction or series of transactions, not
directly or indirectly involving the Company, or any of its Subsidiaries, which
did not result in the occurrence of a Triggering Event such that such Person is
thereafter a Beneficial Owner of less than fifteen percent (15%) of the
outstanding shares of Common Stock, and (ii) there are no other Persons,
immediately following the occurrence of the event described in clause (i),
who are Acquiring Persons, then the right of redemption herein shall be
reinstated and thereafter be subject to the provisions of this
Section 23.  The Company may, at its
option, pay the Redemption Price in cash, shares of Common Stock (based on the
“current market price”, as defined in Section 11(d)(i) hereof, of the
Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors.


Capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Rights Agreement.


[Signature Page Follows]









 



 


IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this amendment to be executed this 26th day of September, 2006.


 


	
  Spectrum Pharmaceuticals,
  Inc.

  	
   

  	
  U.S. Stock Transfer Corporation

  
	
   

  	
   

  
	
  By:

  	
  /S/ Rajesh C.
  Shrotriya

  	
  By:

  	
  /S/ Richard C.
  Brown

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Rajesh C.
  Shrotriya, M.D.

  	
  Name:

  	
  Richard C. Brown

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO &
  President

  	
  Title:

  	
  Vice President