Exhibit 10.1




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Table of Contents
 Page*1. Sale and Purchase/Condition of Property
    
    
    12. Purchase Price
    
    
    13. Escrow Provisions
    
    
    24. Closing
    
    
    35. Due Diligence Period
    
    
    36. Representations and Warranties
    
    
    37. Title
    
    
    88. Instruments Delivered at Closing
    
    
    99. Prorations and Adjustments
    
    
    1110. Conditions to Buyers Obligations
    
    
    1311. Actions Pending Closing
    
    
    1312. Casualty
    
    
    1413. Condemnation
    
    
    1414. Remedies
    
    
    1515. Notices
    
    
    1516. Brokerage
    
    
    1617. Lien of Sums Paid on Account
    
    
    1718. Assignment
    
    
    1719. Buyers Incentives Contingency
    
    
    1720. Environmental Violation/Air Permits
    
    
    1821. Miscellaneous
    
    
    19
 
 *
    
    Page references provided in this Table of Contents refer solely to this Exhibit 10.1 as provided
in this Quarterly Report on Form 10-Q. The remainder of this Exhibit 10.1 appears in the same form
as the executed agreement.




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Schedules
 A. Description of Land
    
    H. Property Insurance CoverageB. Leases
    
    I. WarrantiesC. Condominium Description
    
    J. Permitted ExceptionsD. [intentionally omitted]
    
    K. Omnibus AssignmentE. Contracts
    
    L. Lease AssignmentF. Security Deposits
    
    M. Form of Supresta EstoppelG. Environmental Reports
    
    N. Form of cell tower lessee Estoppel




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Agreement Seller Buyer
 W I T N E S S E T H
 Millsaw Schedule A Land Buildings
   Sale and Purchase/Condition of Property Real Property Schedule B Condominium Condominium Units Schedule C Property
 Purchase Price Purchase Price




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Down Payment Escrow Agent
   Escrow Provisions
  Objection Notice
  2




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Closing Closing Closing
Date
 Due Diligence Period Due Diligence
End Date Due
Diligence
 Representations and Warranties
  3




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Schedule B Leases Schedule B
 4




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Schedule E Contracts
 Schedule F
   5




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Schedule G
    Schedule H
 Schedule I Warranties
 6




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2008 Certiorari
Proceeding 2009 Certiorari Proceeding
 Principal Specially Designated Nationals and Blocked
Persons OFAC Anti-Terrorism
Law
      7




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Exculpated Parties
 Title
 Title Company Schedule J Permitted Exceptions
  8




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Instruments Delivered at Closing
      Schedule K
 9




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Schedule L Lease Assignment
    Representation Update Certificate
  10




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Prorations and Adjustments
        11




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Utility Utilities
 12




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1
   Conditions to Buyers Obligations
   Schedules M and N
  Actions Pending Closing
 
 1
    
    Need to determine which Utilities need to be
transferred to Buyers name. 13




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Schedule H
 Casualty Casualty
 Condemnation
 14




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Remedies
 Notices
  
  
 15




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Brokerage Broker
 16




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Lien of Sums Paid on Account
 Assignment Buyers Affiliate
 Buyers Incentives Contingency
 17




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Environmental Violation/Air Permits
   18




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Miscellaneous
       19




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20




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SELLER AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LITIGATION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
  SELLER:MILLSAW REALTY L.P.By: Millsaw Realty Inc., its general partnerBy:
    
    /s/ Edward B. Mahony

Name: Edward B. MahonyTitle: Vice PresidentBUYER:OSI PHARMACEUTICALS, INC.By:
    
    /s/ Colin Goddard

Name: Colin GoddardTitle: CEO
   By:
    
    /s/ H. Hedley Stothers, Jr.

Name: H. Hedley Stothers, Jr.Title: Partner




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Schedule A
 Description of Land




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PARCEL I




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PARCEL II




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PARCEL III




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PARCEL IV




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PARCEL V




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&
 PARCEL VI




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Schedule B
 Leases




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*
    
    Seller has allowed General Phosphorix, LLC to remain on a month-to-month basis.




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Schedule C
 Condominium Description




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Schedule D




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Schedule E
 Contracts




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Status
    
    Supplier Name
    
    BLG
    
    From
    
    ToCurrent
    
    PowerSupply
Coordination®
Service Agreement New
York Fixed PTG, dated
February 13, 2009
between Direct Energy
Business LLC and Millsaw
Realty, L.P.
    
    Powerhouse
    
    Meter read(s) 
April
2009
    
    Meter read(s) 
April
2010Current
    
    Natural Gas Sales
Agreement 
Interruptible Service,
dated April 14, 2008,
between Davis Marcus
Management, Inc. As
agent for Purdue Pharma,
L.P. and Plymouth Rock
Energy, LLC.
    
    Powerhouse
    
    5/1/08
    
    4/30/11Current
    
    Master Services
Agreement, dated March
15, 2009, between
Millsaw Realty, L.P. and
DP Wolff Inc.
    
    
    
    
    
    3/15/09
    
    3/14/11Current
    
    Statement of Work #1, to
Master Services
Agreement Between
Millsaw Realty, L.P. and
D.P. Wolff Inc., dated
March 15, 2009 between
Millsaw Realty L.P. and
D.P. Wolff Inc.
    
    420
    
    
    
    3/15/09
    
    3/14/11Current
    
    Statement of Work #2, to
Master Services
Agreement Between
Millsaw Realty, L.P. and
D.P. Wolff Inc., dated
March 15, 2009 between
Millsaw Realty L.P. and
D.P. Wolff Inc.
    
    430
    
    
    
    3/15/09
    
    3/14/11Current
    
    Otis Service Agreement
dated 4/6/2009, between
Millsaw Realty, L.P. and
Otis Elevator Company
    
    Park
    
    4/14/09
    
    5 yearsCurrent
    
    Landscaping Maintenance
Contract, dated April 1,
2008, between Davis
Marcus Company and
Colonial Landscaping,
Inc.
    
    Park
    
    4/1/08
    
    11/30/09Current
    
    Services Agreement,
dated March 1, 2009,
between Millsaw Realty
L.P. and Trane U.S.,
Inc.
    
    Powerhouse
    
    3/1/09
    
    2/28/10




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Status
    
    Supplier Name
    
    BLG
    
    From
    
    ToCurrent
    
    Vendor Agreement, dated
1 MAR 2009, between
Millsaw Realty, L.P. and
Guardian Engineering
Services LLC.
    
    Powerhouse
    
    3/1/09
    
    2/28/10*Current
    
    Natural Gas Sales
Agreement  Firm
Service, dated
4/24/2009, between Davis
Marcus Partners
Management Inc. as Agent
for Purdue Pharma and
Plymouth Rock Energy,
LLC.
    
    444
    
    
    
    5/1/09
    
    4/30/10*Current
    
    Natural Gas Sales
Agreement  Firm
Service, dated
4/24/2009, between Davis
Marcus Partners
Management Inc. as Agent
for Purdue Pharma and
Plymouth Rock Energy,
LLC.
    
    420
    
    
    
    5/1/09
    
    4/30/10Month to Month
    
    Service Agreement, dated
1 July 2005, between
Millsaw Realty, L.P. and
Skyscraper Service
Company
    
    410,420,Cafeteria
and Security 
Area
430 440
    
    7/1/05
    
    UnknownMonth to Month
    
    Service Agreement, dated
1 January 2005, between
Millsaw Realty, L.P. and
J. C. Ehrlich Company,
Inc.
    
    Park
    
    1/1/05
    
    12/31/05Month to Month
    
    Service Agreement, dated
1 January 2005, between
Millsaw Realty, L.P.,
and Fire Systems, Inc.
    
    Park
    
    1/1/05
    
    12/30/05Month to Month
    
    Service Agreement, dated
1 January 2005, between
Millsaw Realty. L.P.
acting by and through
its agent Davis
Management Corporation
and Safeguard
Environmental Services
Corp.
    
    Park
    
    1/1/05
    
    12/31/06Month to Month
    
    Service Contractor
Agreement, dated 1
January 2005, between
Millsaw Realty, L.P. and
Waste Management
    
    Park
    
    1/1/05
    
    Unknown




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Status
    
    Supplier Name
    
    BLG
    
    From
    
    ToExpired
    
    Service Contractor
Agreement, dated 10 July
2006, between Purdue
Pharma L.P. by and
through its agent Davis
Marcus Management, Inc.
and SSC, Inc.  Security
Solutions Company
    
    Park
    
    5/10/06
    
    5/9/07Expired
    
    Service Contractor
Agreement, dated 24
November 2003, between
Millsaw Realty, L.P. and
Scarsdale Security
Systems, Inc.
    
    Park
    
    12/15/03
    
    12/31/04Expired
    
    Service Contractor
Agreement, dated 4
December 2003, between
Millsaw Realty, L.P. and
Shades of Green
    
    Park
    
    1/1/03
    
    12/31/04
 
 *
    
    These documents remain unsigned




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Schedule F
 Security Deposits




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Lease Deposit Report with LOC Information
 Primary Suite
    
    Name
    
    Deposit Balance
    
    Letter Of CreditAmount410 Saw Mill River Road140
    
    Dolphin Construction Corp.
    
    
    3,254.161020
    
    Cecile Fray, MD
    
    
    1,733.331025
    
    Keenan Marine Insurance Agency
    
    
    600.002010
    
    GC Environmental, Inc.
    
    
    10,142.002020
    
    Policy Administration Solutions
    
    
    3,675.002050
    
    Paxxon Healthcare Services Inc.
    
    
    10,591.662063
    
    DML Solutions
    
    
    3,435.66420 Saw Mill River RoadSupresta
    
    
    
    
    
    
    146,875.00
    (1)430 Saw Mill River RoadSupresta
    
    
    
    
    
    
    242,200.00
    (1)TOTAL
    
    
    33,431.81
    
    
    
    389,075.00
 
 (1)
    
    The Supresta lease (article 15) requires a security deposit in cash or letter of credit. The
letters of credit have expired. Owner is currently requesting updated / current LOC.




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Schedule G
 Environmental Reports




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Schedule G




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Schedule H
 Property Insurance Coverage




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Building
    
    Machinery &Location
    
    & Improvements
    
    Equipment
    
    TOTALArdsley Science Park, 460 Saw Mill River Rd., Ardsley, NY
    
    $
    7,100,000
    
    
    $
    
    
    
    $
    7,100,000Ardsley Science Park, 420 Saw Mill River Rd., Ardsley, NY
    
    $
    8,200,000
    
    
    $
    
    
    
    $
    8,200,000Ardsley Science Park, 444 Saw Mill River Rd., Ardsley, NY
    
    $
    24,100,000
    
    
    $
    
    
    
    $
    24,100,000Ardsley Science Park, 430 Saw Mill River Rd., Ardsley, NY
    
    $
    13,100,000
    
    
    $
    
    
    
    $
    13,100,000Ardsley Science Park, 440 Saw Mill River Rd., Ardsley, NY
    
    $
    8,200,000
    
    
    $
    
    
    
    $
    8,200,000Ardsley Science Pk., 410 Saw Mill River Rd., Ardsley, NY
    
    $
    9,700,000
    
    
    $
    
    
    
    $
    9,700,000Cafeteria
    
    $
    1,900,000
    
    
    $
    
    
    
    $
    1,900,000Powerhouse, 438 Saw Mill River Rd, Ardsley, NY
    
    $
    2,000,000
    
    
    $
    12,000,000
    
    
    $
    14,000,000TOTAL
    
    $
    74,300,000
    
    
    $
    12,000,000
    
    
    $
    86,300,000




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Schedule I
 Warranties




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Warranty
    
    Building
    
    Term
    
    Commencement DateCarlisle Golden Seal 

Total Roofing 

System Warranty
    
    Building 420
    
    15 years
    
    4/18/2002Red Shield Warranty 
Roofing System Limited 
Warranty
    
    Building 430
    
    15 years
    
    6/8/2007Red Shield Warranty 
Roofing System Limited 
Warranty
    
    Building 460
    
    15 years
    
    12/16/1998Red Shield Warranty 
Roofing System Limited 
Warranty
    
    Building 444
    
    15 years
    
    5/12/98




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Schedule J
 Permitted Exceptions




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Schedule J
 Permitted Exceptions




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STEWART
TITLE INSURANCE COMPANY
LETTERHEAD
 
 SCHEDULE B
 Title
No.:  ST09 04506
 EXCEPTIONS
 The following will appear in the policy as
exceptions from coverage, unless disposed of to our satisfaction
prior to the closing or delivery of the policy.
 1.
    
    Rights of tenants or persons in possession with no rights of first refusal or options to
purchase as set forth in the attached tenants schedule attached as Schedule B to this Agreement.
Exhibit T hereto, as of 12/17/08,
and subject to rights of tenants or persons in possession acquired subsequent thereto to date.
 2.
    
    Taxes, tax liens, tax sales, water rates, sewer rents and assessments set forth in schedule herein.
 3.
    
    Covenants, conditions, easements, leases, agreements of record as follows:
 a)
    
    Subject to the perpetual easements, rights and privileges in favor of the City
of New York or any other public corporation or agency of, in and to a strip of land,
approximately sixty-six (66) feet in width, crossing over, through and under the
premises herein in a northerly and southerly direction, for the use, maintenance and
purposes of the New Croton Aqueduct. (Affects Unit 4 as defined it he Condominium
Declaration and Common Areas, and Parcel VI herein-tax lots P100C and
P103).1b)
    
    Agreement for ingress and egress between Walter Douglas/Edith
Margaret Douglas and Percy L. Douglas/Katherine S. Douglas, dated 4/9/41 and
recorded 7/2/41 in Liber 3925 Cp. 180.  (Affects Common Areas)c)
    
    Modification and Agreement for ingress
and egress between Ken Court Inc., Elmer R. Stephens/Katherine
Stuart Douglas/ Denison Kitchel, as trustee, and Percy L. Douglas/Katherine
Stuart Douglas dated 6/21/50 and recorded 6/30/50 in Liber 4873 Cp. 186.  (Affects Common Areas)
 
 1
    
    Title Policy will affirmatively insure access to Parcel
#460 over the existing macadam driveway; further, Title Policy will
affirmatively insure against loss or damage occasioned by the forced removal or
relocation of the drive aisle, parking areas and utility lines located within
the New Croton Aqueduct easement area, as shown on the Survey.




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d)
    
    Agreement for Water, Utility and Service
lines between Ken Court Inc., R. Stephens/Katherine Stuart Douglas /Denison Kitchel,
as trustee, and Percy L. Douglas/Katherine Stuart Douglas dated 6/21/50
and recorded 6/30/50 in Liber 4873 Cp. 472.  (Affects Common Areas)e)
    
    Utility Company Agreement between ken-Court Inc. and Consolidated Edison
Company of New York Inc./New York Telephone Company dated 7/11/51 and recorded
12/19/51 in Liber 5053 Cp. 244. (Affects Common Areas and Parcels V and VI)f)
    
    Easements for ingress, egress, water, sewer, gas and all
utilities purposes are excepted in to, over, under and along that
portion of the premises lying in the
bed of Winding Road as shown on Map No. 7258
and as relocated.  (Affects Common Areas)g)
    
    Notes and Easements on filed Map No. 25869, 26185 and 26239.h)
    
    Grant of Easement between Ardsley Partners L.P. and New York Telephone Company
dated 3/27/97 and recorded 3/27/97 in Liber 11691 Cp. 49. (Affects part of Unit 1 and
Common Areas)i)
    
    Grant of Easement between Ardsley Partners L.P. and New York Telephone Company
dated 8/22/97 and recorded 9/16/97 in Liber 11813 Cp. 123. (Affects Common Areas)j)
    
    Terms and conditions set forth in Declaration of Condominium and By-Laws
recorded in Liber 12133, Cp. 138; but policy insures against loss or damage occasioned
by the premises not being a part of a condominium validly created pursuant to Article
9-B of the Real Property Law, as amended.k)
    
    Declaration of Easements, Covenants and Restrictions dated 12/15/03 made by
Ardsley Partners IV, L.P., Ardsley Partners III, L.P., Ardsley Partners, L.P., Ardsley
Park Condominium Board of Managers, Inc. and Purdue Pharma, L.P., and recorded under
Control No. 441600575. (Affects Common Area and Parcels I and VI)l)
    
    Easement Agreements between Globe-Union Inc., and Sedwin Realty Corp. dated
10/21/54 and recorded 10/27/54 in Liber 5386 Cp. 364 and dated 1/5/55 and recorded
1/11/55 in Liber 5412 cp. 186.Buyers title insurance policy will insure As to 1.a) through 1.l) inclusive noted above; Policy insures that the above map notes, agreements and
restrictive covenants have not been violated and further insures that there is no
right of forfeiture, reverter or reversionary interest under which the insured can
be cut off, subordinated or otherwise disturbed;Buyers title insurance policy further insures
Policy further insures that the above easements are not
violated by the existing improvements and insures that




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the buildings as shown on
survey herein made by Riley Land Surveyors, LLP dated 12/22/05 may remain
undisturbed notwithstanding the terms of the above easements, agreements, covenants,
restrictions and notes.
 4.
    
    Survey Reading:  See within.5.
    
    Mortgage(s):  NONE OF RECORD.
 6.
    
    Lack of direct access Direct Access to the NYS Thruway adjoining the premises in Schedule A Description
herein is not insured.7.
    
    a) Terms, covenants, conditions, agreements and other
matters in a certain Lease between Ardsley Partners L.P., (Landlord) and Cultor Food Science Inc. (Tenant) dated 1/22/97 as evidenced by Memorandum of Lease recorded 7/20/2000 under CN# 401920146, (as amended), (Affects 430-440 Saw Mill River Road Unit 3)b) Assignment and Assumption Agreement between Cultor Food Science Inc., (Assignor) and Purdue Pharma, L.P., dated 6/22/00 and recorded 7/20/00 under CN# 401920162.  (Affects Unit 3)




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STEWART
TITLE INSURANCE COMPANY
LETTERHEAD
   SURVEY EXCEPTIONS
     &




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but policy insures against monetary loss to the
insured




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Schedule K
 Omnibus Assignment




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FORM OF OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT
 Assignor    Land Real Property Purchase Agreement  Assignee




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ASSIGNOR:MILLSAW REALTY L.P.By:Name:Title:ASSIGNEE:[OSI PHARMACEUTICALS, INC.]By:Name:Title:




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Before me,Notary PublicMy Commission Expires:




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ATTACHMENT A




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ATTACHMENT B




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ATTACHMENT C




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Schedule L
 Lease Assignment




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ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS
 Assignor Assignee
 W I T N E S S E T H :
 Agreement
    Assignment
 Assumption
 Indemnity




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Successors and Assigns
 Counterparts
  MILLSAW REALTY L.P., AssignorBy:Name:Title:[OSI PHARMACEUTICALS, INC.], AssigneeBy:Name:Title:




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Schedule A
 List of Leases and Security Deposits
 [to be inserted]




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Schedule M
 Form of Supresta Estoppel




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ESTOPPEL CERTIFICATE
 
 Certificate    Lender
 1. Lease Exhibit 1
 
 .
    (If none, please state None.) 2. Leased Premises   Leased Premises
 3 Lease in Effect
 4. Complete Agreement
 5. Acceptance of Leased Premises
 6. Lease Term.
 7. No Purchase Rights or Commissions.




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8. Rent
 
 
 
 
 
  
 .
    (If none, please state None.) 9. Security Deposit.
 10. Pending Actions.
 11. Tenant Improvements.




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12. Assignments by Landlord.
 13. Assignments by Tenant.
  TENANTBy:Name:Its:




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Schedule N
 Form of cell tower lessee Estoppel




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TENANT ESTOPPEL CERTIFICATE
 Re:
    
    Lease dated June 26, 1997 between , Landlord and New York SMSA Limited
Partnership, Tenant, as amended by Amendment dated January 14, 1998 (collectively, the
Lease); Property located at  Ardsley, New York, Town of Greenburgh,
consisting of approximately 2,000 square feet (Premises)




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Very truly yours,NEW YORK SMSA LIMITED
PARTNERSHIPBy:Name:Title: