Exhibit
10.1


Confidential treatment
has been requested for portions of this Exhibit.  The copy filed herewith omits the information


subject to the confidentiality request. 
Omissions are designated by ***. 
A complete version of this exhibit has 

been filed separately with the Securities and Exchange Commission.


SHARE SUBSCRIPTION AGREEMENT


THIS SHARE
SUBSCRIPTION AGREEMENT (“Share
Subscription Agreement”) is made this 4th day of August 2006


BY
AND BETWEEN


J B Chemicals &
Pharmaceuticals Limited, a Company incorporated under the Indian Companies Act, 1956, having its
registered office at “Neelam Centre”, ‘B’ Wing, 4th Floor, Hind Cycle Road,
Worli, Mumbai – 400 030, India,
(hereinafter referred to as the “JBCPL”, which expression shall, unless it be repugnant to the meaning or context
thereof, be deemed to mean and include its successors) of the ONE PART;


AND


Spectrum
Pharmaceuticals, Inc., a Company incorporated under the laws of the State of Delaware and having
its office at 157 Technology Drive, Irvine, California, USA, 92618,
(hereinafter referred to as “SPECTRUM”, which expression shall, unless it be
repugnant to the meaning and context thereof, mean and include its successors
and permitted assigns) of the OTHER PART.


WHEREAS:


A.           JBCPL is a leading
manufacturer and distributor of pharmaceutical products in India.  JBCPL also exports various pharmaceutical
Products to various International countries.


B.             SPECTRUM is engaged
in the development and marketing of pharmaceutical products for human use in
the USA.


C.             JBCPL and SPECTRUM
entered into a Limited Liability Company Agreement dated 16th April, 2002 (“LLC Agreement”) to form NEOJB inter
alia for the purposes of obtaining regulatory approvals for the distribution
and marketing of certain of the products manufactured by JBCPL in the USA, as
mutually agreed upon between the parties.


D.            JBCPL and NEOJB
entered into a Supply Agreement dated the 16th of
April, 2002 (“Original Supply Agreement”),
whereby it was agreed upon that NEOJB would obtain regulatory approvals to
market certain products of JBCPL, appointed to be listed by the parties, under
the Original Supply Agreement. and on the terms contained therein.









 



E.              By Memorandum of
Understanding (“MOU”) dated the 6th of May, 2006, it was agreed upon between JBCPL,
NEOJB and SPECTRUM that the Original Supply Agreement would be cancelled and
JBCPL and SPECTRUM would enter into a new supply agreement (“Supply Agreement”)
for JBCPL’s products Ciprofloxocin Tablets, Fluconazole Tablets ***. In
addition, JBCPL shall purchase one-hundred twenty thousand (120,000) shares of
SPECTRUM’s common stock, par value $0.001
per share (“Shares”), for one million dollars (“USD 1,000,000”).


F.              JBCPL and SPECTRUM are desirous of entering into
the Share Subscription Agreement to record the terms and conditions on which
JBCPL shall subscribe USD 1,000,000 to purchase the Shares SPECTRUM shall
issue, and SPECTRUM shall allot the said Shares to JBCPL.


NOW THEREFORE, in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the adequacy of which is hereby acknowledged,
it is hereby agreed upon by and between JBCPL and SPECTRUM hereto and this
Share Subscription Agreement witnesseth as under:


(i)                                     JBCPL
shall purchase from SPECTRUM the Shares for USD 1,000,000.


(ii)                                  The
purchase of the Shares shall be subject to the approval of the Reserve Bank of
India and/or such other appropriate regulatory authorities under the prevailing
laws of India.


(iii)                               Upon
execution of the Supply Agreement, and this Share Subscription Agreement by and
between JBCPL and SPECTRUM, JBCPL shall apply to Reserve Bank of India and/or
other such appropriate regulatory authorities for necessary approvals under the
prevailing laws of India.


(iv)                              Registration of the Shares.  SPECTRUM shall use commercially
reasonably efforts to register the Shares, at SPECTRUM’s sole expense, by
including them in a registration statement filed by SPECTRUM (other than a
registration statement on Form S-8 relating to shares offered to its employees
under an employment benefit plan) with the Securities and Exchange Commission
within one (1) month of the Shares having been purchased by and fully paid for
by JBCPL.  Until such registration
statement is effective, the Shares shall be subject to the restrictions on
resale by JBCPL set forth or referred to in this Agreement.


(v)                                 In
consideration for the issuance of the Shares to JBCPL, JBCPL hereby represents
and warrants as follows:


1.                           Experience.  JBCPL has experience as an investor in
securities of companies and acknowledges that it can bear the economic risk of
its investment in the Shares.  JBCPL has
either (a) a pre-existing personal or business relationship with SPECTRUM or
any of its officers, directors or controlling persons that is of a nature and
duration which enables JBCPL to be aware of the character, business acumen and
general business and financial circumstances of SPECTRUM or (b) by reason of
its business or financial expertise or the business or financial experience of
its professional advisors who are unaffiliated with and who are not compensated
by SPECTRUM or any affiliate or selling agent of SPECTRUM, directly or
indirectly, has the capacity to protect its own interests in connection with
its acquisition of the Shares.


JBCPL represents and
warrants that (i) by reason of its business or financial expertise, it has the
capacity to protect its own interests in connection with its acquisition of
shares of SPECTRUM and (ii) JBCPL is an “accredited investor” as defined in
Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”).






***         Certain information on this page has
been omitted and filed separately with the Securities and Exchange
Commission.  Confidential treatment has
been requested with respect to the omitted portions. 









 



2.                           Purchase Entirely for Own Account.  The Shares to be acquired by JBCPL will be
acquired for investment for JBCPL’s own account not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and JBCPL
has no present intention of selling, granting any participation in, or
otherwise distributing the same.  JBCPL
does not presently have any contract, undertaking, agreement or arrangement
with any person or entity to sell, transfer or grant participations to such
person or entity or to any third person or entity, with respect to any of the
Shares.  JBCPL has not been formed for the
specific purpose of acquiring solely the Shares.


3.                           Disclosure of Information.  JBCPL has received and reviewed information
about SPECTRUM and has had an opportunity to discuss SPECTRUM’s business,
management and financial affairs with its management and to review SPECTRUM’s
facilities in order to reach an informed and knowledgeable decision to acquire
the Shares.  JBCPL understands and
acknowledges that such discussions, as well as any written information issued
by SPECTRUM (i) were intended to describe the aspects of SPECTRUM’s
business and prospects which SPECTRUM believes to be material, but were not
necessarily an exhaustive description, and (ii) may have contained
forward-looking statements involving known and unknown risks and uncertainties
which may cause SPECTRUM’s actual results in future periods or plans for future
periods to differ materially from what was anticipated and that no
representations or warranties were or are being made with respect to any such
forward-looking statements or the probability of achieving any of the results
projected in any of such forward-looking statements.


4.                           Restricted Shares.  JBCPL understands that the Shares will be
issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”) and without qualification and/or registration under any 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 the investment intent and the accuracy of JBCPL’s
representations as expressed herein. 
JBCPL understands that the Shares are “restricted securities” under
applicable U.S. federal and state securities laws and that, pursuant to these
laws, JBCPL must hold the Shares indefinitely unless they are registered with the SEC and
qualified by state authorities, or an exemption from such registration and
qualification requirements is available. 
Moreover, JBCPL understands that SPECTRUM is under no obligation to
register and/or qualify the Shares, except as otherwise set forth in this Share
Subscription Agreement.  In addition,
JBCPL acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and
on requirements relating to SPECTRUM which are outside of JBCPL’s control, and
which SPECTRUM is under no obligation and may not be able to satisfy.  JBCPL acknowledges that SPECTRUM will make a
notation on its stock books regarding the restrictions on transfers set forth
in this Section 4 and will transfer securities on the books of SPECTRUM
only to the extent not inconsistent therewith.


5.                           Further Restrictions on Disposition.  Without in any way limiting the provisions of
Section 4 above, JBCPL agrees not to make any disposition of all or any portion
of the Shares unless and until the transferee has agreed in writing for the
benefit of SPECTRUM to be bound by the representations and warranties contained
herein (provided and to the extent such representations and warranties are then
applicable), and any of the following conditions apply:  (a) there is then in effect a
registration









 



statement under
the Securities Act covering such proposed disposition and the disposition is
made in accordance with such registration statement; or (b) (i) JBCPL
shall have notified SPECTRUM of the proposed disposition and shall have
furnished SPECTRUM with a statement of the circumstances surrounding the
proposed disposition and (ii) if reasonably requested by SPECTRUM, JBCPL
shall have furnished SPECTRUM with an opinion of counsel, reasonably acceptable
to SPECTRUM, that such disposition will not require registration under the
Securities Act.


6.                           Legends.  JBCPL understands that the Shares, and any
securities issued in respect of or exchange for the Shares, may bear one or all
of the following legends until they are no longer required by law or the
provisions of this Agreement:


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION CONTAINED IN REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS.  NO HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY BE CONDUCTED EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT.”


The legend set forth
above shall be removed by SPECTRUM from any certificate evidencing Shares upon
transfer of such Shares in compliance with Rule 144(k) under the Securities Act
or upon delivery to SPECTRUM of an opinion, in form and substance and by
counsel reasonably satisfactory to SPECTRUM, that a registration statement under
the Securities Act is at that time in effect with respect to the legended
security or that such security can be freely transferred without such a
registration statement being in effect and that such transfer will not
jeopardize the exemption or exemptions from registration pursuant to which the
securities were issued.


7.                           Foreign Investors.  JBCPL hereby represents that it has satisfied
or will satisfy itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares,
including (i) the legal requirements within its jurisdiction for the
purchase of the Shares, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents that may need
to be obtained, and (iv) the income tax and other tax consequences, if any,
that may be relevant to the purchase, holding, redemption, sale, or transfer of
the Shares.  JBCPL’s subscription and
payment for and continued beneficial ownership of the Shares will not violate
any applicable securities or other laws of JBCPL’s jurisdiction and will not
require SPECTRUM to obtain any permit, make any filing or take any other action
in such jurisdiction.


8.                          Offshore
Transaction.


a)              JBCPL
is not organized under the laws of or is not a citizen or resident of the
United States and was not formed for the purpose of investing in securities not
registered under the Securities Act, does not have any of its securities
registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is not owned by U.S. Persons as defined in Regulation S and
herein.









 



b)             At
the time the buy order to purchase the Shares was originated, JBCPL was outside
the United States.


c)              No
offer to purchase the Shares was made in the United States nor were any “directed
selling efforts” as defined in Rule 902 of Regulation S made in the United
States.


d)             All
subsequent offers and sales of the Shares shall be made in compliance with
Regulation S, pursuant to registration of the securities under the Securities
Act or pursuant to an exemption from such registration.


e)              JBCPL
agrees that from the date hereof until after one year after the closing of the
purchase of the Shares hereunder (the “Restrictive Period”), JBCPL
agrees, upon any offer, sale, or transfer of the Shares (including any
interests therein), JBCPL, or any successor, or any Professional under its
direction (as defined below) (except for sales of any Shares registered under
the Securities Act or otherwise exempt from such registration) (i) will
not sell to a U.S. Person or to an account of or for the benefit of a U.S.
Person or to anyone believed to be a U.S. Person; (ii) will not engage in
any efforts to sell the Shares in the United States; (iii) will, at the
time the buy order or transfer is originated, believe the buyer or transferee
is outside the United States; (iv) will send to any transferee who is a
Professional, whether acting as agent or principal, a confirmation or other
notice stating that the Professional is subject to the same restrictions on
transfer to U.S. Persons or for the account of or benefit of U.S. Persons
during the Restrictive Period as provided herein; and (v) will not in
connection with the common stock of SPECTRUM engage in the United States in any
short selling, option writing, equity swaps, or other types of hedging
transactions or derivative transactions. 
SPECTRUM will not honor or register and will not be obligated to honor
or register any transfer in violation of these provisions.


f)                For
purpose hereof, in general, a “U.S. Person” means any natural person, resident
of the United States; any partnership or corporation organized or incorporated
under the laws of the United States or any state or territory thereof; any
estate of which any executor or administrator is a U.S. Person; any trust of
which any trustee is a U.S. Person; any agency or branch of a foreign entity
located in the United States; any nondiscretionary account or similar account,
other than an estate or trust, held by a dealer or other fiduciary for the
benefit of a U.S. person; any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States; and any
partnership or corporation if organized or incorporated under the laws of any
foreign jurisdiction and formed by a U.S. Person principally for the purpose of
investing in securities and not registered under the Securities Act unless it
is organized or incorporated, and owned, by “accredited investors,” as defined
under Rule 501(a) under the Securities Act, who are not natural persons,
estates or trusts.  “U.S. Person” is
further defined in Rule 902(k) under the Securities Act.









 



g)             A “Professional” is a
“distributor” as defined in Rule 902(d) under the Securities Act (generally any
underwriter, dealer or other person, who participates, pursuant to a
contractual arrangement, in the distribution of the Shares); a dealer as
defined in Section 2(12) of the Exchange Act (encompassing those who engage in
the business of trading or dealing in securities as agent, broker, or
principal); or a person receiving a selling concession, fee, or other
remuneration in respect of the sale of the Shares sold.  JBCPL understands and acknowledges that
SPECTRUM will refuse the transfer of the Shares if such transfer is not made in
compliance with applicable securities laws as set forth in d) above.


(vi)                              This
Share Subscription Agreement shall be governed and construed in accordance with
the laws of the State of New York, without giving effect to conflict of law
principles.  SPECTRUM and JBCPL
irrevocably submits to the jurisdiction of the United States District Court
sitting in New York, New York for the purposes of any suit, action or
proceeding arising out of or relating to this Share Subscription Agreement and
hereby waives any claim that it is not personally subject to the jurisdiction
of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper.


(vii)                           This
Share Subscription Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one and the same instrument.


[Signature Page Follows]









 



IN WITNESS
WHEREOF, the Parties hereto have set and subscribed their respective hands
hereunto on the day, month and year first hereinabove written.


	
  SIGNED AND DELIVERED

  	
  )

  	
   

  	
  FOR J.B. CHEMICALS &

  
	
  BY THE WITHIN
  NAMED “JBCPL”

  	
  )

  	
   

  	
  PHARMACEUTICALS LTD.

  
	
  THROUGH ITS
  CHAIRMAN & MANAGING

  	
  )

  	
   

  	
   

  
	
  DIRECTOR SHRI J.
  B. MODY

  	
  )

  	
   

  	
  /S/

  	
  SHRI J.B. MODY

  	
   

  
	
  PURSUANT TO THE
  RESOLUTION PASSED BY

  	
  )

  	
   

  	
   

  	
  MANAGING DIRECTOR/DIRECTOR

  
	
  THE BOARD OF
  DIRECTORS OF

  	
  )

  	
   

  	
   

  
	
  J B
  CHEMICALS & PHARMACEUTICALS LIMITED

  	
  )

  	
   

  	
   

  
	
  AT A BOARD
  MEETING HELD ON 27th of July 2006

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IN THE PRESENCE OF WITNESS:

  	
   

  	
   

  
	
  NAME

  	
   

  	
  MR. BEEJAL DESAI

  	
   

  	
  /S/

  	
  BEEJAL DESAI

  	
   

  
	
  ADDRESS

  	
   

  	
  J.B. CHEMICALS & PHARMACEUTICALS, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
  NEELAM CENTRE,
  B-WING, 4TH FLOOR

  	
   

  	
   

  
	
   

  	
   

  	
  HIND CYCLE ROAD,
  WORLI, MUMBAI-30

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY THE WITHIN NAMED “SPECTRUM”

  	
  )

  	
   

  	
   

  
	
  THROUGH ITS
  CHAIRMAN, CEO AND PRESIDENT

  	
  )

  	
   

  	
   

  
	
  RAJESH C.
  SHROTRIYA, M.D.

  	
  )

  	
   

  	
  /S/

  	
  RAJESH C. SHROTRIYA

  	
   

  
	
  PURSUANT TO THE
  RESOLUTION PASSED BY

  	
  )

  	
   

  	
   

  
	
  THE BOARD OF
  DIRECTORS OF

  	
  )

  	
   

  	
   

  
	
  SPECTRUM
  PHARMACEUTICALS, INC.

  	
  )

  	
   

  	
   

  
	
  BY UNANIMOUS
  WRITTEN CONSENT DATED JUNE 20, 2006

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IN THE PRESENCE OF WITNESS:

  	
   

  	
   

  
	
  NAME

  	
   

  	
  WILLIAM N. PEDRANTI, ESQ.

  	
   

  	
  /S/

  	
  WILLIAM N. PEDRANTI

  	
   

  
	
  ADDRESS

  	
   

  	
  SPECTRUM PHARMACEUTICALS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  157 TECHNOLOGY
  DRIVE

  	
   

  	
   

  
	
   

  	
   

  	
  IRVINE, CA
  92618, USA