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 AND EXCHANGE ACT OF 1934

December 6, 2006

Date of Report (Date of earliest event reported)

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-28782	93-0979187
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
157 Technology Drive Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

(949) 788-6700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 8.01 Other Events.

In August 2006, Spectrum Pharmaceuticals, Inc. (the “Company”) agreed to terminate the supply agreement dated April 16, 2002, by and between J.B. Chemicals & Pharmaceuticals Ltd., or JBCPL, and NeoJB LLC, or NeoJB, an 80% owned subsidiary, whereby in addition to certain named products the Company also had the right of first refusal on products sold by JBCPL in the U.S. In place of the prior supply agreement, the Company entered into a new supply agreement between the Company and JBCPL for four specified products, including ciprofloxacin and fluconazole tablets, to be supplied by JBCPL. In addition, pursuant to a share subscription agreement, JBCPL agreed to purchase 120,000 shares of the Company’s common stock for $1 million, or $8.33 per share. Completion of the sale of the shares to JBCPL was subject to approval by the appropriate regulatory authorities in India, which approval has been received.

The Company is making the sale pursuant to a shelf registration statement on Form S-3 (Registration number 333-121612) declared effective by the Securities and Exchange Commission on January 24, 2005 (the “Registration Statement”). The form of share subscription agreement was filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed with the SEC on November 3, 2006. An opinion of counsel regarding the validity of the securities issued pursuant to the offering is filed as Exhibit 5.1 hereto. This Current Report is being filed in part for the purpose of incorporating such exhibits by reference into the Registration Statement.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

Exhibits:	Description of Document
5.1+	Opinion of Latham & Watkins LLP regarding the validity of the securities issued
10.1#	Share Subscription Agreement (filed as Exhibit 10.1 to Form 10-Q, as filed with the Securities and Exchange Commission on November 3, 2006, and incorporated herein by reference)
23.1+	Consent of Latham & Watkins LLP (included in Exhibit 5.1)

⁺ Filed herewith.

# Confidential portions omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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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.

Date: December 6, 2006

SPECTRUM PHARMACEUTICALS, INC.
By:	/s/ Shyam Kumaria
Name: Title:	Shyam Kumaria V.P., Finance

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EXHIBIT INDEX

Exhibits:	Description of Document
5.1+	Opinion of Latham & Watkins LLP regarding the validity of the securities issued
10.1#	Share Subscription Agreement (filed as Exhibit 10.1 to Form 10-Q, as filed with the Securities and Exchange Commission on November 3, 2006, and incorporated herein by reference)
23.1+	Consent of Latham & Watkins LLP (included in Exhibit 5.1)

⁺ Filed herewith.

# Confidential portions omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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EX-5.1

Exhibit 5.1

	650 Town Center Drive, 20th Floor
	Costa Mesa, California 92626-1925
	Tel: (714) 540-1235 Fax: (714) 755-8290
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Brussels	New York
	Chicago	Northern Virginia
	Frankfurt	Orange County
	Hamburg	Paris
	Hong Kong	San Diego
	London	San Francisco
	Los Angeles	Shanghai
	Milan	Silicon Valley
	Moscow	Singapore
	Munich	Tokyo
	New Jersey	Washington, D.C.

December 6, 2006

Spectrum Pharmaceuticals, Inc.

157 Technology Drive

Irvine, California 92612

Re: Spectrum Pharmaceuticals, Inc. - Registration Statement No. 333-121612; 120,000 shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as counsel to Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 120,000 shares of common stock, $0.001 par value per share (the “Shares”), pursuant to a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2004 (File No. 333–121612), as amended by Amendment No. 1 to Form S-3 filed on January 21, 2005 (the “Registration Statement”) and a Prospectus dated January 24, 2005 filed with the Commission pursuant to Rule 424(b) under the Act (the “Base Prospectus”), as supplemented by a Prospectus Supplement to be filed on or before December 6, 2006 (the “Prospectus Supplement,” together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the validity of the Shares.

As such counsel, we have examined such matters of fact and questions of law considered appropriate for purposes this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein as to the effect on the subject transaction only of the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

Spectrum Pharmaceuticals, Inc.

December 6, 2006

Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K filed on December 6, 2006 and to the reference to our firm in the Prospectus under the caption “Validity of Securities”. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ LATHAM & WATKINS LLP