8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2008

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000-28782
(Commission File Number) 93-0979187
(IRS Employer Identification
No.)

157 Technology Drive, Irvine, CA
(Address of principal executive offices) 92618
(Zip Code)

Registrant’s telephone number, including area code: (949) 788-6700

Check the appropriate box below if the Form 8-K filing is intended to be simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 1.01. Entry into a Material Definitive Agreement.

     On October 28, 2008, Spectrum Pharmaceuticals, Inc. (the “Company”) and Allergan Sales, LLC, Allergan USA, LLC and Allergan, Inc. (collectively, “Allergan”) entered into a License, Development, Supply and Distribution Agreement (the “Agreement”) pursuant to which the Company and Allergan agreed to a collaboration for the development and commercialization of a formulation of apaziquone (EOquin^®) suitable for use in treating cancer or precancerous conditions via instillation (the “Product”).

     The Agreement provides that Allergan has the exclusive right to make, develop and commercialize the Product for the treatment of bladder cancer, or pre-bladder cancer conditions (the “Field of Use”) worldwide except for Asia (as is defined in the Agreement) (the “Territory”). The Company and Allergan also entered into a Co-Promotion Agreement providing for the joint commercialization of the Product in the Field of Use in the United States whereby the Company and Allergen will share equally all profits and commercialization expenses.

     In consideration for the rights granted under the Agreement, Allergan has agreed to pay the Company an upfront fee of $41.5 million within ten days after the signing of the Agreement. In addition, Allergan will pay the Company up to $304 million based on the achievement of certain development, regulatory and sales milestones. Also, Allergan has agreed to pay the Company tiered royalties starting in the mid-teens based on a percentage of net sales of the Product in the Territory outside of the United States.

     The Company will continue to conduct the current Phase 3 clinical trials as well as certain future planned clinical trials pursuant to a joint development plan, with Allergan bearing sixty-five percent (65%) of the development costs and the Company responsible for thirty-five percent (35%) of the development costs.

     The Company also has the right, in its sole discretion, to opt-out of the Co-Promotion Agreement before January 1, 2012. If it does so, the Company’s share of any future development costs shall be significantly reduced. Part of the aggregate development costs and marketing expenses incurred by the Company since January 1, 2009 shall be reimbursed by Allergan in the form of a one-time payment. The Co-Promotion Agreement will terminate and instead of a sharing of profit and expenses, Allergan will pay the Company royalties on a percentage of net sales of the Product in the United States that are slightly greater than the royalties paid on net sales outside the United States. In addition, Allergan will pay the Company up to $245 million in additional milestones based upon the achievement of certain sales milestones in the United States.

     The Agreement contains customary representations and warranties and indemnities by each of the Company and Allergan. The Agreement also includes certain restrictions on the ability of the Company and Allergan to directly or indirectly commercialize direct or indirect competing products during a certain period of time.

     The Agreement will continue until terminated as follows. If the Co-Promotion Agreement has been terminated, the Agreement will continue until the expiration of the last royalty payment period in the last country in the Territory with certain provisions surviving. Allergan may terminate the Agreement at its election upon six months notice to the Company. Additionally, Allergan may terminate the Agreement for an uncured material breach by the Company if the uncured material breach results in a material adverse impact on Allergan such that termination is the only reasonable remedy.

     The above summary does not purport to be a complete description of the terms of the Agreement and is qualified in its entirety by reference to the Agreement, a copy of which is expected to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2008. Portions of the Agreement may be omitted in accordance with a request for confidential treatment that the Company expects to submit to the Securities and Exchange Commission. A copy of the joint press release announcing the Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by this reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated October 29, 2008.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPECTRUM PHARMACEUTICALS, INC.
October 29, 2008	By:	/s/ Shyam Kumaria
		Shyam Kumaria
		Vice President, Finance

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 29, 2008.

EX-99.1

Exhibit 99.1

ALLERGAN, INC. AND SPECTRUM PHARMACEUTICALS, INC. ANNOUNCE COLLABORATION
AGREEMENT FOR APAZIQUONE (EOQUIN^®)

• Apaziquone is Currently Being Investigated for the Treatment of Non-Muscle Invasive Bladder Cancer

• Spectrum to Receive $41.5 Million at Closing and up to $304 Million in Milestone Payments

• Spectrum to Share Profits and Expenses Equally in the United States and Receive Royalties on Allergan’s Sales Outside of the United States

IRVINE, California — October 29, 2008 — Allergan, Inc. (NYSE: AGN) and Spectrum Pharmaceuticals, Inc. (NasdaqGM: SPPI) today announced signing an exclusive collaboration for the development and commercialization of apaziquone, an antineoplastic agent currently being investigated for the treatment of non-muscle invasive bladder cancer by intravesical instillation.

Non-muscle invasive bladder cancer is a form of bladder cancer localized in the surface layers of the bladder that has not spread to the deeper muscle layer. Approximately 70% of all patients newly diagnosed with bladder cancer have non-muscle invasive bladder cancer.¹ More than one million patients in the United States and Europe are estimated to be affected by the disease, which is treated predominantly by urologists.²

Spectrum is currently conducting two Phase 3 clinical trials to explore apaziquone’s safety and efficacy as a potential treatment for non-muscle invasive bladder cancer following surgery. Spectrum expects to complete enrollment by year-end 2009.

Under the terms of the agreement, Allergan will pay Spectrum $41.5 million at closing and will make additional payments of up to $304 million based on the achievement of certain development, regulatory and commercialization milestones. Spectrum retained exclusive rights to apaziquone in Asia, including Japan and China. Allergan received exclusive rights to apaziquone for the treatment of bladder cancer in the rest of the world, including the United States, Canada and Europe. In the United States, Allergan and Spectrum will co-promote apaziquone and share in its profits and expenses. Allergan will also pay Spectrum royalties on all of its apaziquone sales outside of the United States. Spectrum will continue to conduct the apaziquone clinical trials pursuant to a joint development plan, with Allergan bearing the majority of these expenses.

“Today’s announcement represents closure of our very deliberate process to select the right partner for apaziquone,” said Rajesh C. Shrotriya, Chairman of the Board and Chief Executive Officer of Spectrum Pharmaceuticals, Inc. “With Allergan’s strategic focus on building a strong urology franchise and track record of success in pharmaceutical development and commercialization, particularly in creating and leading new markets, we are convinced that this constitutes an ideal partnership.”

“The addition of apaziquone to our urologics pipeline portfolio reflects our further commitment to pursuing innovative treatments in specialty markets where there is a high unmet need and significant growth potential,” said David E. I. Pyott, Chairman of the Board and Chief Executive Officer of Allergan, Inc. “Allergan looks forward to working with Spectrum in developing novel treatments for bladder

1	Kirkali Z, et al. Bladder Cancer: Epidemiology, Staging and Grading, and Diagnosis. Urology 66 (Suppl 6A): 4-34, 2005.
2	For U.S. see National Cancer Institute. Bethesda, MD, http://seer.cancer.gov/statfacts/html/urinb.html accessed 10-23-2008; For Europe see Globocan 2002 database, http://www-dep.iarc.fr/ accessed 10-23-2008.

157 Technology Dr • Irvine, California 92618 • Tel: 949-788-6700 • Fax: 949-788-6706 • www.spectrumpharm.com • NASDAQ: SPPI

cancer, and we believe apaziquone, if approved, has the potential to represent a meaningful advancement to urologists and patients in the current bladder cancer treatment paradigm.”

About Spectrum Pharmaceuticals, Inc.

Spectrum Pharmaceuticals, Inc. is a biopharmaceutical company that acquires, develops and commercializes a diversified portfolio of drug products, with a focus on oncology and urology. Its strategy is comprised of acquiring and developing a broad and diverse pipeline of late-stage clinical and commercial products; establishing a commercial organization for Spectrum’s approved drugs; continuing to build a team with people who have demonstrated skills, passion, commitment and have a track record of success in developing drugs and commercialization in its areas of focus; and leveraging the expertise of partners around the world to assist Spectrum in the execution of its strategy.

About Allergan, Inc.

Founded in 1950, Allergan, Inc., with headquarters in Irvine, California, is a multi-specialty health care company that discovers, develops and commercializes innovative pharmaceuticals, biologics and medical devices that enable people to live life to its greatest potential — to see more clearly, move more freely, express themselves more fully. The Company employs more than 8,500 people worldwide and operates state-of-the-art R&D facilities and world-class manufacturing plants. In addition to its discovery-to-development research organization, Allergan has global marketing and sales capabilities with a presence in more than 100 countries.

# # #

Allergan, Inc. and Spectrum Pharmaceuticals, Inc. Forward-Looking Statements

This press release contains “forward-looking statements,” including statements by Mr. Shrotriya and Mr. Pyott and other statements regarding the safety, effectiveness, development timing and market potential associated with apaziquone and other pharmaceutical products. If the underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Allergan’s or Spectrum’s expectations and projections. Risks and uncertainties include, among other things, general industry and pharmaceutical market conditions; technological advances and patents attained by competitors; challenges inherent in the research and development and regulatory processes; challenges related to product marketing, such as the unpredictability of market acceptance for new products; inconsistency of treatment results among patients; the potential for product failures; potential difficulties in manufacturing new products; governmental laws and regulations affecting domestic and foreign operations; and the ongoing success of the collaboration. Allergan and Spectrum expressly disclaim any intent or obligation to update these forward-looking statements except as required to do so by law.

Additional information concerning these and other risk factors can be found in press releases issued by Allergan, as well as Allergan’s public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Risk Factors” in Allergan’s 2007 Form 10-K and Allergan’s Form 10-Q for the quarter ended June 30, 2008. Copies of Allergan’s press releases and additional information about Allergan are available on the World Wide Web at www.allergan.com or you can contact the Allergan Investor Relations Department by calling 714.246.4636.

Additional information concerning these and other risk factors can also be found in press releases issued by Spectrum, as well as in its filings with the Securities and Exchange Commission, including the discussion under the heading “Risk Factors” in Spectrum’s 2007 Form 10-K and Spectrum’s Form 10-Q for the quarter ended June 30, 2008. Copies of Spectrum’s press releases, filings as well as additional information about the company, are available at www.spectrumpharm.com or you can contact Spectrum’s Investor Relations Department by calling 949.788.6700.

SPECTRUM PHARMACEUTICALS, INC. ^® and EOquin^® are registered trademarks of Spectrum Pharmaceuticals, Inc., TURNING INSIGHTS INTO HOPE™ and the Spectrum Pharmaceuticals’ logos are trademarks owned by Spectrum Pharmaceuticals, Inc.

^© 2008 Spectrum Pharmaceuticals, Inc. All Rights Reserved.

Allergan, Inc. Contacts

Jim Hindman 714.246.4636 (investors)
Joann Bradley 714.246.4766 (investors)
Emil Schultz 714.246.4474 (investors)
Caroline Van Hove 714.246.5134 (media)
Heather Katt 714.246.6224 (media)

Spectrum Pharmaceuticals, Inc. Contacts

Russell Skibsted
SVP & Chief Business Officer
949.788.6700

Paul Arndt
Manager, Investor Relations
949.788.6700