SPECTRUM PHARMACEUTICALS, INC.
(FORMERLY NEOTHERAPEUTICS, INC.)
A DELAWARE CORPORATION
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall
be in the City of Wilmington, County of New Castle.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time determine or the business of the
Corporation may require.
SECTION 3. BOOKS. The books of the Corporation may be kept within or without the State of Delaware as
the Board of Directors may from time to time determine or the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be held at such place either within or
without the State of Delaware as may be designated from time to time by the Board of Directors.
SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held at a time and date
designated by the Board of Directors for the purpose of electing directors and transacting such other business as
may properly be brought before the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Board of Directors,
the Chairman of the Board, or by the Chief Executive Officer.
SECTION 4. NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETING. At any meeting of
the stockholders, only such business shall be conducted as shall have been properly brought before such meeting.
To be brought properly before an annual meeting of stockholders, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors or the chairman o